2012 Annual Report of Wuhan Boiler Company Limited
WUHAN BOILER COMPANY LIMITED
2012 ANNUAL REPORT
2013-013
(Updated)
June 2013
1
2012 Annual Report of Wuhan Boiler Company Limited
Section I Important Notes, Contents & Definition
The Board of Directors, the Board of Supervisors as well as directors, supervisors and senior management of
Wuhan Boiler Company Limited (hereinafter referred to as ―the Company‖) hereby confirm that there are no
misstatements, misleading statements or material omissions in this Annual Report and will take individual and/or
joint and several liabilities for the authenticity, accuracy and completeness of this Annual Report.
Mr. YEUNG Kwok Wei Richard, Company Principal, Mr. Chin Wee Hua, Accounting Principal, and Mr. Li
Yihao, the Accounting Division‘s Principal (Accounting Manager), hereby ensure that the Financial Report
enclosed in this Annual Report is true, accurate and complete.
All Directors have attended the Board Meeting for reviewing this Report.
The Company planned not to distribute cash dividends, or grant bonus shares, or transfer capital reserve into share
capital.
The prospective statements related to future plan in this Annual Repot shall not constitute any material
commitment to investors. Investors are kindly reminded to pay attention to possible risks.
2
2012 Annual Report of Wuhan Boiler Company Limited
Contents
2012 Annual Report................................................................................................................................................. 1
I. Important Notes, Contents & Definition ............................................................................................................ 2
II. Company Profile ................................................................................................................................................. 6
III. Summary of Accounting Data and Financial Indexes ................................................................................... 9
IV. Report of the Board of Directors ................................................................................................................... 12
V. Significant Events ............................................................................................................................................. 24
VI. Changes in Shares and Particulars about Shareholders.............................................................................. 34
VII. Particulars about Directors, Supervisors, Senior Management and Employees ..................................... 40
VIII. Corporate Governance ................................................................................................................................ 51
IX. Internal Control .............................................................................................................................................. 60
X. Financial Report ............................................................................................................................................... 62
XI. Documents Available for Reference ............................................................................................................ 155
3
2012 Annual Report of Wuhan Boiler Company Limited
Definition
Term Refers to Definition
CSRC Refers to China Securities Regulatory Commission
Hubei CSRC Refers to Hubei Securities Regulatory Bureau under China Securities
Regulatory Commission
SZSE Refers to Shenzhen Stock Exchange
The Company Law Refers to The Company Law of the People‘s Republic of China
The Securities Law Refers to The Securities Law of the People‘s Republic of China
The Stock Listing Rules Refers to The Stock Listing Rules of Shenzhen Stock Exchange
(Revised in 2012)
The Articles of Association Refers to The Articles of Association of Wuhan Boiler Company
Limited
Controlling shareholder Refers to Alstom (China) Investment Company Limited
WBG Refers to Wuhan Boiler Group Co., Ltd
Lanxiang Company Refers to Wuhan Lanxiang Energy & Environmental Protection
Technologies Inc.
Alstom Refers to Alstom S.A. (a France-listed company)
Alstom Holdings Refers to Alstom Holdings S.A.
Company, the Company Refers to Wuhan Boiler Company Limited
The cninfo website Refers to http://www.cninfo.com.cn
Report period Refers to Jan. 1, 2012- Dec. 31, 2012
Yuan, Thousand Yuan, Million Yuan, Refers to RMB Yuan, RMB Thousand Yuan, RMB Million Yuan,
Billion Yuan RMB Billion Yuan
4
2012 Annual Report of Wuhan Boiler Company Limited
Warning of Significant Risks
1. As approved by shareholders‘ meeting, the Company was awarded 1.8 Billion RMB shareholders loan facilities
by Alstom (China) Investment Co., Ltd. By Dec 31, 2013, the Company totally borrowed 1.705 Billion RMB, and
the Company shareholders meetings continuously approved the estimated shareholder loan interests in the past
years, which makes the shareholder loan agreements extended smoothly. However in the stock forum and the two
Extraordinary Shareholders‘ Meetings held in 2012, some minority shareholders of the Company have expressed
their determination to veto any related party transaction of the Company in 2012 Annual Shareholders‘ Meeting to
be held in 2013. If the said veto does happen the extension of shareholder loan shall be prohibited and the
Company will be at the risk of debt payment, which shall also bring countless negative impact to the normal
business operation of the Company. Therefore, all investors are reminded to focus on such risk and try to avoid it.
2. Operating risk: Due to the nature of its business, the Company may face an operating risk caused by price
fluctuations of raw materials.
3. Risk concerning the stock market: Fluctuation of the share price is not only subject to the business performance
of the Company, but also to the macro economic cycle, interest rate, money supply and demand and other factors,
as well as the international and domestic political and economic situations and mental changes of investors.
Therefore, investors are kindly reminded to pay attention to any possible risk.
4. Securities Times, Ta Kung Pao and www.cninfo.com.cn are designated by the Company as the media for
information disclosure. All information of the Company shall be subject to the disclosure of the Company on the
said media. The Company will adopt a serious attitude in performing its duty of information disclosure in time in
strict compliance with relevant laws and regulations. And investors are kindly reminded to invest rationally and
pay attention to possible risks.
5
2012 Annual Report of Wuhan Boiler Company Limited
Section II Company Profile
I. Basic information of the Company
Stock abbreviation *ST WuguoB Stock code 200770
Stock abbreviation after
---
change (if any)
Stock exchange listed with Shenzhen Stock Exchange
Chinese name of the Company 武汉锅炉股份有限公司
Abbr. of the Chinese name of
武锅股份
the Company
English name of the Company
WUHAN BOILER COMPANY LIMITED
(if any)
Abbr. of the English name of
WBC
the Company (if any)
Legal representative of the
YEUNG Kwok Wei Richard
Company
Registered address No. 1, Liufangyuan Road, East Lake New Technology Development Zone, Wuhan, Hubei
Postal code for the registered
430205
address
Office address No. 1, Liufangyuan Road, Eask Lake New Technology Development Zone, Wuhan, Hubei
Postal code for the office
430205
address
Internet website of the
http://www.wbcl.com.cn
Company
Email address cnwhu.wbc@power.alstom.com
II. Contact Information
Board Secretary Securities Affairs Representative
Name Kevin Qin Xu Youlan
No. 1, Liufangyuan Road, East Lake New No. 1, Liufangyuan Road, East Lake New
Contact address Technology Development Zone, Wuhan, Technology Development Zone, Wuhan,
Hubei Hubei
Tel. （027）81994266 （027）81993700
Fax （027）81994273 （027）81993701
E-mail kevin.qin@power.alstom.com youlan.xu@power.alstom.com
III. About information disclosure and where this report is placed
Newspapers designated by the Company for Domestic: Securities Times
6
2012 Annual Report of Wuhan Boiler Company Limited
information disclosure Overseas: Ta Kung Pao
Internet website designated by CSRC for
http://www.cninfo.com.cn
disclosing this report
Where this report is placed Securities Department of the Company
IV. Change of the registered information
Registration date Registration place Business license No. Tax Registration No. Organizational code
No. 586, Wuluo QGEZFZ No.
Initial registration Apr. 8, 1998 420106271756432 27175643-2
Road, Wuhan, Hubei 002591
No. 1, Liufangyuan
Road, East Lake
At the end of the
Oct. 30, 2009 New Technology 420000400000568 420101271756432 27175643-2
report period
Development Zone,
Wuhan, Hubei
Change of the Company‘s main business No significant change has occurred to the main business of the Company since its
since listing (if any) listing.
1. In Mar. 1998, as approved by the Document (1998) No. 9 of the Securities
Commission of the State Council, the Company privately placed 125,000,000
domestically listed foreign shares (B-shares). On Apr. 15, 1998, the Company was
listed with Shenzhen Stock Exchange with totally 297,000,000 shares, of which Wuhan
Boiler Group Co., Ltd. held 172,000,000 shares, accounting for 57.91% of the
Company‘s total shares, making it the controlling shareholder of the Company. 2. On
Jul. 7, 2007, the Company received the ―CSRC Opinion on Approving Alstom (China)
Investment Co., Ltd. Announcing the Acquisition Report on Wuhan Boiler Co., Ltd.
and the Tender Offer Report‖ (SZGSZ 【2007】No. 106) forwarded by Alstom (China)
Investment Co., Ltd., expressing no objection to Alstom (China) Investment Co., Ltd.
and Alstom Holdings announcing the full texts of ―Acquisition Report on Wuhan
Changes of the controlling shareholder (if Boiler Co., Ltd.‖ and the ―Tender Offer Report on Wuhan Boiler Co., Ltd.‖ according
any) to the Securities Law and the Administrative Methods for the Takeover of Listed
Companies (CSRC Decree No. 10). On Aug. 24, 2007, the Company received a written
notice from the former controlling shareholder—Wuhan Boiler Group Co., Ltd..
According to the notice, Alstom (China) Investment Co., Ltd. had completed, on Aug.
23, 2007, the ownership transfer formalities to get the 151,470,000 state-owned legal
person shares (non-tradable) of the Company from Wuhan Boiler Group Co., Ltd. and
became the controlling shareholder of the Company. The formalities to change the
registration information with the Administration of Industry and Commerce were
completed on Oct. 26, 2007. As at the end of the report period, the controlling
shareholder Alstom (China) Investment Co., Ltd. held 151,470,000 shares of the
Company, accounting for 51% of the Company‘s total shares, while Wuhan Boiler
Group Co., Ltd. held 20,530,000 shares, accounting for 6.91%.
7
2012 Annual Report of Wuhan Boiler Company Limited
V. Other information
The CPA firm engaged by the Company:
Name Zhonghuan Haihua Certified Public Accountants Co., Ltd.
Office address Zhonghuan Mansion, No. 169 East Lake Road, Wuchang, Wuhan
Signing accountants Wang Mingcui, Li Yanbin
Sponsor engaged by the Company to conduct consistent supervision during the report period
□ Applicable √ Not applicable
Financial consultant engaged by the Company to conduct consistent supervision during the report period
□ Applicable √ Not applicable
8
2012 Annual Report of Wuhan Boiler Company Limited
Section III Summary of Accounting Data and Financial Indexes
I. Major accounting data and financial indexes
Does the Company adjust retrospectively or restate accounting data of previous years due to change of the
accounting policy or correction of any accounting error?
□ Yes √ No
Unit: RMB Yuan
Increase or
decrease of this
2012 2011 2010
year over last year
(%)
Operating revenues (RMB
768,602,352.97 518,177,439.70 48.33 623,370,633.11
Yuan)
Net profit attributable to
shareholders of the Company -94,341,156.10 -263,452,709.03 64.19 8,535,924.33
(RMB Yuan)
Net profit attributable to
shareholders of the Company
-99,994,043.29 -264,043,557.18 62.13 -126,252,849.08
after deducting non-recurring
gains and losses (RMB Yuan)
Net cash flows from operating
83,683,857.16 -310,753,665.44 126.93 1,217,583,145.02
activities (RMB Yuan)
Basic EPS (RMB Yuan/share) -0.32 -0.89 64.04 0.03
Diluted EPS (RMB
-0.32 -0.89 64.04 0.03
Yuan/share)
ROE (%) -8.38% -26.02% 17.64 -0.96%
Increase or
As of Dec. 31, As of Dec. 31, decrease of this As of Dec. 31,
2012 2011 year-end than last 2010
year-end (%)
Total assets (RMB Yuan) 1,623,377,051.66 1,749,077,941.25 -7.19 1,786,542,557.71
Net assets attributable to
shareholders of the Company
(Owners‘ equity attributable -1,243,219,537.97 -1,148,878,381.87 -8.21 -885,425,672.84
to shareholders of the
Company) (RMB Yuan)
9
2012 Annual Report of Wuhan Boiler Company Limited
II. Differences between accounting data under domestic and overseas accounting standards
1. Differences of net profit and net assets disclosed in financial reports prepared under international and
Chinese accounting standards
Unit: RMB Yuan
Net profit attributable to shareholders of Net assets attributable to shareholders of
the Company the Company
2012 2011 Closing amount Opening amount
According to Chinese
-94,341,156.10 -263,452,709.03 -1,243,219,537.97 -1,148,878,381.87
accounting standards
Items and amounts adjusted according to international accounting standards
According to international
-94,341,156.10 -263,452,709.03 -1,243,219,537.97 -1,148,878,381.87
accounting standards
2. Differences of net profit and net assets disclosed in financial reports prepared under overseas and
Chinese accounting standards
Unit: RMB Yuan
Net profit attributable to shareholders of Net assets attributable to shareholders of
the Company the Company
2012 2011 Closing amount Opening amount
According to Chinese
-94,341,156.10 -263,452,709.03 -1,243,219,537.97 -1,148,878,381.87
accounting standards
Items and amounts adjusted according to overseas accounting standards
According to overseas
-94,341,156.10 -263,452,709.03 -1,243,219,537.97 -1,148,878,381.87
accounting standards
3. Explain reasons for the differences between accounting data under domestic and overseas accounting
standards
There is no difference between accounting data under domestic and overseas accounting standards.
III. Items and amounts of non-recurring gains and losses
Unit: RMB Yuan
Items 2012 2011 2010 Notes
Gain/loss on the disposal of
non-current assets (including the Gain/loss from disposal
4,496.45 -48,709.05 761,772.45
offset part of the asset impairment of fixed assets
provisions)
Tax rebates, reductions or exemptions
due to approval beyond authority or 3,044,655.10
the lack of official approval
10
2012 Annual Report of Wuhan Boiler Company Limited
documents
Government grants recognized in the
current year, except for those acquired
Deferred revenue
in the ordinary course of business or
277,776.00 283,776.00 103,307,776.00 related to new factory
granted at certain quotas or amounts
land use right this year
according to the country‘s unified
standards
Reversal of impairment provisions for
accounts receivable that made 41,133,909.26
impairment test independently
Subsidiary Boyu
deregistered, payables
Non-operating income and expense
1,737,238.98 355,781.20 -141,568.49 transferred to
other than the above
non-operating income
this year
Income tax effects 10,283,477.32
Minority interests effects (after tax) -588,720.66 -10,361.51
Total 5,652,887.19 590,848.15 134,788,773.41 --
Explain the reasons if the Company classifies an item as a non-recurring gain/loss according to the definition in
the Explanatory Announcement No. 1 on Information Disclosure for Public Listed Companies - Non-recurring
Gains and Losses, or classifies any non-recurring gain/loss item mentioned in the said explanatory announcement
as a recurrent gain/loss item
□ Applicable √ Not applicable
11
2012 Annual Report of Wuhan Boiler Company Limited
Section IV Report of the Board of Directors
I. Overview
Year 2012 is a challenging year of high levels public debt, especially in Europe, continued increase of cost
pressure in many markets and continued shrinking of domestic energy market influences the development of
power industry and related companies. Notwithstanding these challenges, the Company slowly started a recovery
phase. In the report period, the Company posted an average turnaround in operation. The Company managed to
prove its capability in manufacturing and technology to utilize Alstom technology on supercritical boilers to
deliver EN and ASME qualified product to Europe and South East Asia. The Company intends to expand China
boiler market with the clean technology and high efficiency boiler products from Alstom. Management believes
that the Company can make continuous and stable development with the dedication of all employees and its
advanced technologies.
During the report period, despite a declining macro-economy and many other unfavorable factors, all the
employees of the Company overcame difficulties and forged ahead under the leadership of the management,
keeping continuous stable production and operation. For 2012, the Company achieved operating revenues of RMB
768,602,352.97, an increase of 48.33% over last year; total profit of RMB -71,595,212.64, representing a
year-on-year growth of 74.62%; and net profit attributable to shareholders of the Company of RMB
-94,341,156.10, increasing 64.19% from last year.
II. Main business analysis
1. Overview
(1) Main business indexes in the report period:
Increase or decrease of
Item 2012 2011 this year over last year
(%)
Operating revenue 768,602,352.97 518,177,439.70 48.33%
Operating costs 711,000,824.88 540,488,213.48 31.55%
Business tax and surcharges 2,327.80 136,187.73 -98.29%
Distribution expenses 10,133,514.15 11,264,512.75 -10.04%
Administration expenses 37,329,564.50 28,322,676.90 31.80%
Finance costs 95,286,825.34 80,696,817.66 18.08%
Impairment loss -9,179,805.70 132,881,866.92 -106.91%
Gain on change in fair value 2,356,173.93 -7,075,835.00 133.30%
Net cash flow from operating activities 83,683,857.16 -310,753,665.44 126.93%
Net cash flow from investing activities -21,376,277.48 -12,415,566.55 -72.17%
Net cash flow from financing activities 50,963,804.50 334,973,284.62 -84.79%
(2) Explanations to the main business indexes:
12
2012 Annual Report of Wuhan Boiler Company Limited
Operating revenue increased by 48.33% as compared to same period last year, mainly due to the income increase
from the construction contracts, such as Jinchang, Manjung4, and Sostanj;
Operating costs increased by 31.55% as compared to same period last year, mainly due to increase in man hours
incurred and materials consumed in production of projects under execution;
Business tax and surcharges decreased by 98.29% as compared to same period last year, mainly due to the decline
in revenue of labor services in 2012;
Administration expenses increases by 31.80% this year. It‘s mainly due to: 1. Input VAT reverse charges for
impairment provision of obsolete materials; 2. Comparing with that of last year, the reversal of employee
retirement benefits and other benefits decreases this year.
Impairment loss decreases 106.91% in comparison with that of last year. It is mainly due to decrease in doubtful
debts provision resulted from increase of accounts receivable collection.
Gain on change in fair value increased by 133.03% as compared to same period last year, this is mainly due to
increase of FV gain from unexpired hedging instruments and hedged items.
Net cash flow from operating activities increased by 126.93% as compared to same period last year, mainly due to
good collection of account receivables and refund of input tax for exported goods;
Net cash flow from investing activities decreased by 72.17% as compared to same period last year, mainly due to
payment to fixed asset;
Net cash flow from financing activities decreased by 84.79% as compared to same period last year, mainly due to
repayment of entrusted loan.
Overview of the report period progress of development strategies and business plans disclosed in previous
periods:
In the report period, all the employees of the Company worked as one man, enhanced cost control and
continuously pushed forward lean management on production. Through various measures such as improving
internal management, the operating plan formulated at the beginning of the year was effectively carried out.
State the reasons why the Company‘s actual business performance is 20% lower or higher than the earning
forecast for the reporting period which has been publicly disclosed earlier:
□ Applicable √ Not applicable
2. Revenues
Explanation
During the report period, operating revenue achieved RMB768, 602,352.97, up 48.33% over last year, of which:
i) Revenue from main operating revenue was RMB744,703,504.02, up 49.62% over last year, mainly due
to income increase from the construction contracts, such as Jinchang, Manjung4, and Sostanj;
ii) Revenue from other operating revenue was RMB23,898,848.95, up 16.83% over last year, mainly due to
proceeds from disposal of obsolete materials.
Is the Company's product sales revenue more than its service revenue?
√ Yes □ No
Increase or decrease
Industry Items 2012 2011
over last year（%）
Machinery Sales volume 744,703,504.02 497,721,814.25 49.62%
13
2012 Annual Report of Wuhan Boiler Company Limited
manufacturing Output 688,362,569.48 503,352,735.72 36.76%
(RMB) Inventory 197,601,796.68 404,733,635.25 -51.18%
Reasons for any movement of the above data over 30%:
√ Applicable □ Not applicable
i) Sales volume increased by 49.62% over last year, mainly due to income increase from the construction
contracts, such as Jinchang, Manjung4, and Sostanj;
ii) Output increased by 36.76% over last year, mainly due to projects under execution were in production
and goods delivery stage, man hours incurred was up 37.09% over last year;
iii) Inventory decreased by 51.18% over last year, mainly due to goods delivery completed for Jinchang,
Manjung 4 and Sostanj projects.
Major orders held:
□ Applicable √ Not applicable
Significant change or adjustment of the Company‘s products or services during the report period:
□ Applicable √ Not applicable
Major customers:
Total sales to the top 5 customers (RMB Yuan) 755,855,894.57
Ratio of the total sales to the top 5 customers to the
98.35%
annual total sales (%)
Information about the top 5 customers:
√ Applicable □ Not applicable
Serial Proportion in annual total
Name of customer Sales (RMB Yuan)
No. sales (%)
1 Customers under the same control of ALSTOM 502,835,175.93 65.42%
2 Gansu Diantou Yongchang Generating Co., Ltd 194,302,162.48 25.28%
3 Binzhou Beihai New Materials Co., Ltd 42,936,464.12 5.59%
4 Shandong Luneng Material Group Co.Limited 9,804,462.57 1.28%
5 Chiping Xinyuan Aluminium Co., Ltd. 5,977,629.47 0.78%
Total —— 755,855,894.57 98.35%
Note: Sales amount and proportion of customers under the same control of Alstom are combined.
3. Cost
Classified by industry:
Unit: RMB Yuan
2012 2011 Increase
or
Proportion Proportion
Industry Item decrease
Amount in operating Amount in operating
over last
costs（%） costs（%）
year (%)
14
2012 Annual Report of Wuhan Boiler Company Limited
Machinery
Cost of sales 688,362,569.48 96.82% 503,352,735.72 93.13% 36.76%
manufacturing
Others Other operating cost 22,638,255.40 3.18% 37,135,477.76 6.87% -39.04%
Total 711,000,824.88 100% 540,488,213.48 100%
Classified by product:
Unit: RMB Yuan
2012 2011 Increase
or
Proportion Proportion
Product Item decrease
Amount in operating Amount in operating
over last
costs（%） costs（%）
year (%)
Boiler and
Cost of sales 688,362,569.48 96.82% 503,352,735.72 93.13% 36.76%
auxiliary
Others Other operating cost 22,638,255.40 3.18% 37,135,477.76 6.87% -39.04%
Total 711,000,824.88 100% 540,488,213.48 100%
Explanation:
Operating costs increased by 36.76% over last year, mainly due to increase in man hours incurred and materials
consumed in production of projects under execution. Manjung 4, Sostanj, and Jinchang projects were in
production stage resulting in increase in production costs.
Major suppliers:
Total purchases from the top 5 suppliers （RMB Yuan） 159,845,610.19
Ratio of the total purchases from the top 5 suppliers to
33.26%
the annual total purchases（%）
Information about the top 5 suppliers:
√ Applicable □ Not applicable
Purchase amount (RMB Proportion in annual total purchases
Serial No. Name of supplier
Yuan) (%)
1 Huayou Pipe Co.,Ltd 39,241,776.07 8.16%
Shandong Nuneng Guangda Steel
2 36,033,894.00 7.5%
Structure Co.,Ltd
3 Sumitomo (Shanghai) Co.,Ltd 32,104,951.39 6.68%
4 Hubei East China Materails Co.,Ltd 29,081,330.70 6.05%
5 Yangzhou Chende Pipe Co.,Ltd 23,383,658.03 4.87%
Total —— 159,845,610.19 33.26%
4. Expense
(1) Business tax and surcharges decreased by 98.29% as compared to same period last year, mainly due to the
decline in revenue of labor services in 2012;
(2) Administration expenses increases by 31.80% this year. It‘s mainly due to: 1. Input VAT reverse charges for
impairment provision of obsolete materials; 2. Compared with that of last year, the reversal of employees
retirement benefits and other benefits decreases this year;
15
2012 Annual Report of Wuhan Boiler Company Limited
(3) Impairment loss decreases 106.91% in comparison with that of last year. It is mainly due to decrease in
doubtful debts provision resulted from increase of accounts receivable collection;
(4) Gain on change in fair value increased by 133.03% as compared to same period last year, this is mainly due to
increase of FV gain from unexpired hedging instruments and hedged items.
(5) Income tax increased by 255.71% over last year, mainly due to decrease in account receivables bad debts
provision arising from good collection and release of contract loss as result of the project execution.
5. R&D expenses
None
6. Cash flows
Unit: RMB Yuan
Increase or decrease over
Item 2012 2011
last year（%）
Subtotal of cash inflows
970,623,855.69 372,807,194.37 160.36%
from operating activities
Subtotal of cash outflows
886,939,998.53 683,560,859.81 29.75%
from operating activities
Net cash flows from
83,683,857.16 -310,753,665.44 126.93%
operating activities
Subtotal of cash inflows
171,930.97 1,933,994.54 -91.11%
from investing activities
Subtotal of cash outflows
21,548,208.45 14,349,561.09 50.17%
from investing activities
Net cash flows from
-21,376,277.48 -12,415,566.55 -72.17%
investing activities
Subtotal of cash inflows
959,000,000.00 751,000,000.00 27.7%
from financing activities
Subtotal of cash outflows
908,036,195.50 416,026,715.38 118.26%
from financing activities
Net cash flows from
50,963,804.50 334,973,284.62 -84.79%
financing activities
Net increase in cash and
110,683,022.32 9,896,754.98 1,018.38%
cash equivalents
Reasons for any movement of the above data over 30%:
√ Applicable □ Not applicable
(1) Subtotal of cash inflows from operating activities increased by 160.36% over last year, mainly due to
good collection of account receivables and refund of input VAT for exported goods;
(2) Subtotal of cash inflows from investing activities decreased by 91.11% over last year, mainly due to less
interest income;
(3) Subtotal of cash outflows from investing activities increased by 50.17% over last year, mainly due to
payment of fixed assets retention;
16
2012 Annual Report of Wuhan Boiler Company Limited
(4) Subtotal of cash inflows from financing activities increased by 27.78% over last year, due to receipt of
entrusted loan;
(5) Subtotal of cash outflows from financing activities increased by 118.26% over last year, mainly due to
repayment of entrusted loan;
(6) Net increase in cash and cash equivalents increased by 1018.38%, due to synthetical impact of item (1) to
(5).
Reasons for a big difference between the operating cash flows and the net profit in the report period:
□ Applicable √ Not applicable
III. Breakdown of main business
Unit: RMB Yuan
Increase/decrea Increase/decrea Increase/decrea
Gross
Operating se of operating se of operating se of gross
Operating costs margin
revenues revenues over costs over last profit rate over
rate (%)
last year (%) year (%) last year (%)
Classified by industry:
Machinery
744,703,504.02 688,362,569.48 7.57% 49.62% 36.76% 8.7%
manufacturing
Classified by product:
Boilers and
744,703,504.02 688,362,569.48 7.57% 49.62% 36.76% 8.7%
auxiliary
Classified by region:
Domestic 265,433,128.24 268,016,464.03 -0.97% -9.13% -17.5% 10.26%
Overseas 479,270,375.78 420,346,105.45 12.29% 133.07% 135.53% -0.92%
Where the Company‘s accounting standard of the main business data above changed during the report period, give
the main business data of the latest year adjusted according to the accounting standard at the end of the report
period:
□ Applicable √ Not applicable
Note: the increase in gross margin rate mainly due to:
(1) During the report period, operating revenue achieved RMB 744,703,504.02, representing 49.62% increase
over the last year, mainly resulted from more revenue recognized from projects of Jinchang, Manjung 4, Sostanj;
(2) During the report period, project costs were under strict control and the utilization of capacity is improved,
despite operating costs increased 36.78% over the last year, lower than the increase in operating revenue.
IV. Asset and liability analysis
1. Major changes of asset items
Unit: RMB Yuan
As of Dec. 31, 2012 As of Dec. 31, 2011
change
% in % in total Explain any major change
Amount Amount （%）
total assets (%)
17
2012 Annual Report of Wuhan Boiler Company Limited
assets
(%)
Due to increase in receivables
Monetary funds 133,682,569.38 8.23% 22,999,242.02 1.31% 6.92% collection and postponement
of payment to suppliers
Accounts Strengthen collection from
231,207,704.44 14.24% 371,210,285.79 21.22% -6.98%
receivable receivables
Decrease in raw material and
Inventories 143,098,165.73 8.81% 240,116,922.49 13.73% -4.92%
construction contract assets
Fixed assets 741,586,739.40 45.68% 766,802,430.73 43.84% 1.84%
Construction in
1,562,224.98 0.1% 2,398,543.47 0.14% -0.04%
process
2. Major changes of liability items
Unit: RMB Yuan
2012 2011
Proporti
Proportio
Proportion on
n in total Explain any major change
Amount Amount in total change
assets
assets (%) （%）
(%)
Short-term
1,705,000,000.00 105.03% 1,563,000,000.00 89.36% 15.67% Entrusted loan increased
borrowings
3. Assets and liabilities measured at fair value
□ Applicable √ Not applicable
In the report period, is there any material change in the measurement attribution of main assets of the Company?
□ Yes √ No
V. Core competitiveness analysis
Core competitiveness represents the ability of a company to stay competitive in competition for a long time and is
the key for the sustainable development of a company. Amid domestic and overseas markets and development
opportunities, the Company is competitive in terms of brand, technology, marketing channel, etc.
1. Supported by the brand and technology advantages of Alstom
As a leader in the global power industry, Alstom has a history over 100 years in R&D of the boiler technology and
a history of 50 years in technology licenses and products export, with footprints in about 100 countries and
regions around the world. Its advanced thermal power boiler technologies mainly include subcritical, supercritical
and ultra-supercritical utility boiler technologies, as well as supercritical and subcritical circulating fluidized bed
boiler technologies.
2. Overall upgrade of the Company‘s core technologies
Officially acquired the Company in 2007, Alstom (China) Investment Co., Ltd. has 51% shares in the Company.
Up until now, the core part of Alstom‘s technology transfer to the Company has been completed and the Company
18
2012 Annual Report of Wuhan Boiler Company Limited
has been provided the latest (ultra) supercritical boiler technology, materials, software and standards, as well as
relevant personnel training. The Company is now able to produce utility boilers and their relevant products that
are in line with ASME standard, EN standard and domestic GB standard.
3. Sharing the global marketing network of Alstom
Main utility boiler producers within Alstom are: Alstom Power System GmbH (in Germany), with the 1,000MW
ultra-supercritical tower boiler technology; Alstom Power Systems SA. Etablissements Boilers (in France), with
the large-sized circulating fluidized bed boiler technology; and Alstom Power Inc. (in the US), with the 600MW
supercritical two pass boiler technology. The overall objective of Alstom towards the Company is to bring the
Company into Alstom‘s global boiler market and improve its design, manufacture and management to globally
advanced levels so that it can effectively provide products for the Chinese and overseas markets.
4. Expansion of the domestic market
At present, the Company has the strong core technology and the latest technological achievements of Alstom, as
well as the world-leading production facilities and technologies, making it to be a competitor of Harbin Electric,
Shanghai Electric and Dongfang Electric in the domestic utility boiler market.
5. Increase of export orders
The controlling shareholder of the Company and its related parties have provided all-rounded business support for
the Company by helping it secure many main component subcontracting orders of overseas projects to expand the
export market. Along with the overall upgrade of its technologies, the Company has gradually solidified its
position in the domestic market.
VI. Investment analysis
1. Investments in equities of external parties
(1) Investments in external parties
□ Applicable √ Not applicable
(2) Shareholdings in financial enterprises
□ Applicable √ Not applicable
(3) Securities investments
□ Applicable √ Not applicable
2. Entrusted financial management, derivative investments and entrusted loans
(1) Entrusted financial management
□ Applicable √ Not applicable
(2) Derivative investments
Derivative investment positions held at the end of the report period
19
2012 Annual Report of Wuhan Boiler Company Limited
□ Applicable √ Not applicable
（3）Entrusted loans
□ Applicable √ Not applicable
3. Utilization of the raised funds
(1) General utilization of the raised funds
□ Applicable √ Not applicable
(2) Projects promised to be invested with raised funds
□ Applicable √ Not applicable
(3) Change of projects invested with raised funds
□ Applicable √ Not applicable
4. Analysis to main subsidiaries and shareholding companies
Main subsidiaries and shareholding companies
Company Company Registered
Industry Main products/services
name variety capital
R&D, design, consultation and technology services related to
Wuhan
boilers, energy & environmental protection products, steel
Lanxiang
structures, thermal energy-related products and their auxiliary
Environmen
Subsidiary Boiler equipments; marketing of products developed; energy project 20000000.00
t Protection
(non-land construction projects) contracting and technical
Technology
service (special-purpose projects subject to governmental
Co., Ltd
approval).
Continued on the table
Operating Operating
Total assets Net assets Net profit
Company name revenues profit
(Yuan) (Yuan) (Yuan)
(Yuan) (Yuan)
Wuhan Lanxiang Environment
35,411,103.47 34,211,024.15 0.00 -397,445.67 -397,445.67
Protection Technology Co., Ltd
Information about main subsidiaries and shareholding companies
The Company‘s subsidiary Wuhan Lanxiang Environment Protection Technology Co., Ltd has terminated its
operating business and in liquidity process. The Company is pushing the account receivable collection for this
subsidiary.
Information about the acquisition and disposal of subsidiaries in this report period
√Applicable □ Not applicable
20
2012 Annual Report of Wuhan Boiler Company Limited
Purpose of acquisition and Way of acquisition and Effect on the overall
Company name disposal of the subsidiary disposal of the subsidiary production and business
during the report period during the report period performance
Wuhan Boiler BoYu Optimize company
Registration cancellation Reduce operating costs
Industrial Co., Ltd resources
5. Significant projects of investments with non-raised funds
□Applicable √ Not applicable
VII. Entities with special aim controlled by the Company
□Applicable √ Not applicable
VIII. Outlook of the Company’s future development
(1) Analysis on the development trends of the industry where the Company is engaged in 2013
The nationwide power-generating capacity increased by 80,200,000 KW, a decrease of 15% over the same period
of last year, of which hydro 15,510,000 KW, increased by 20.9%; thermal power 50,650,000 KW, decreased by
18.8%; windpower 12,850,000 KW, decreased by 15.9%.
During the period of China‘s Twelfth Five-year Plan, thermal power will still serve as China‘s principal power.
Considering the increasing demand of electricity, the commitment of carbon emission reduction and the planning
of new industries, new energy and low-carbon economy will be the main focus of the industry of thermal products.
It will be both inevitable and necessary for the thermal power industry to promote energy-saving and emission
reduction programs. Meanwhile, the environment protection industry for power plants is expected to have
excellent prospects, and the thermal products market is becoming one dominated by clean energy equipments.
Various clean thermal power generation technology and ultra-supercritical thermal power equipments will
maintain strong market promotion trend in the next few years.
(2) Strategies of the Company for future development
Alstom in France, the controller of the Company‘s controlling shareholder Alstom (China) Investment Co., Ltd.,
owns the world-advanced AGVTM rail transport technology and provides integrated power plant solutions
covering a variety of energy sources, including coal, hydro, natural gas, nuclear and wind energy. With Alstom as
a platform, the Company will continue looking for opportunities to move up to a new level of development. The
Company will focus on environment-friendly and high-efficient products that meet the needs of power markets.
(3) Business plan for the year 2013
2012 is a year of great challenges with weak recovery of world economy and slow down of domestic
infrastructure construction. The Company is facing increasing challenges in domestic power market. In 2013, the
Company will pay close attention to domestic and overseas markets movement, and focus on following critical
tasks based on its own situation:
1. With Alstom technologies, the Company will dedicate to expand its share in domestic market, capture export
orders for main boiler parts, and improve its market position.
21
2012 Annual Report of Wuhan Boiler Company Limited
2. The Company will strengthen its core competitiveness to provide high quality products cater for Global market
including EN/ASME/IBR code with the strength of technology, brand and manufacturing capacity, and improve
the manufacturing level.
3. The Company will provide more training to on-the-job employees, speed up new technologies and new
procedures adaption and improve labor productivity so as to satisfy various requirements of different quality
standards form different orders.
4. The Company will improve business operation management, focus on preparation of technologies and raw
materials, continue with cost control, and strengthen project execution and quality control so as to complete orders
with good quality and timely delivery.
In the coming years, the Company will continue to improve its competitiveness in the markets, create favorable
business models, and use its advanced technologies and strong manufacturing capacity to provide high quality
products to customers. The Company requests continuous support and understanding from public shareholders on
the tasks ahead of the Management of the Company.
(4) Major risks and solutions
Because of the uncertainty of domestic and international economic environment, the price fluctuation of raw
materials and unpredictable change of foreign exchange rate, the Company‘s operation risk is increasing. The
Company will pay close attention to domestic and international economic environment changes. Meanwhile, the
Company will strengthen the quota control of raw material consumption and strictly control costs so as to mitigate
the negative impact of the price fluctuation of raw materials.
IX. Explanation of the Board of Directors on “Non-standard Auditing Report” issued by the CPA firm for
the report period
□Applicable √Not applicable
X. Explanation on changes in accounting policies, accounting estimates and accounting methods compared
with those in the financial report of last year
□Applicable √Not applicable
XI. Explanation on the retrospective restatement for correcting the significant accounting errors during the
report period
□Applicable √Not applicable
XII. Explanation on changes in the consolidated scope compared with the financial report in last year
(1) Compared with financial report of last year, no subsidiary was newly included in the consolidation scope this
period.
(2) On Apr 20, 2012, the Company officially completed the cancellation formalities for Wuhan Boiler Boyu
Industrial Co., Ltd., which was thus deconsolidated from the consolidated statements for this report period.
XIII. Particulars on the profit and dividends distribution
Promulgation, execution or adjustment on profit distribution policy especially the cash dividends policy during the
report period
As audited by Zhonghuan Haihua Certified Public Accountants Co., Ltd., the net profit attributable to
shareholders of the Company in 2012 was negative, and the un-distributed profit was negative. In accordance with
22
2012 Annual Report of Wuhan Boiler Company Limited
the Articles of Association, the Company won‘t implement profit distribution for the year, nor transfer capital
reserves to share capital for 2012.
Particulars about the profit distribution preplan/plan and the preplan/plan on capitalization of capital reserves over
the last three years (including the report period)
Due to the Company‘s un-distributed profit was negative over the last three years, the Company didn‘t implement
relevant profit distribution over the last three years, nor implement the capitalization of capital reserves.
Distribution of cash dividends in the past three years Unit: RMB Yuan
Proportion in the net
Net profit attributable to
profit attributable to
shareholders of the listed
Cash dividend (tax shareholders of the listed
Year company in the
included) company in the
consolidated statements
consolidated statements
(%)
2012 0.00 -94,341,156.10 0%
2011 0.00 -263,452,709.03 0%
2010 0.00 8,535,924.33 0%
In the report period, the Company made positive profit and the un-distributed profit of the parent company is
positive, but there is no proposal for cash dividends distribution.
□Applicable √Not applicable
XIV．Particulars about social responsibility
The Company can strictly implement the Environmental Protection Law of the People's Republic of China, Clean
Production Law of the People 's Republic of China and other relevant laws and regulations, strictly execute the
―three simultaneous" system of environmental protection for construction projects, continuously increase the input
of environmental protection funds and earnestly strengthen the environmental protection work. Besides, the
Company actively advance the clean production, make more comprehensive use of resources, decrease and avoid
the generation of pollutants, protect the health of employees and give all its efforts to realize the harmonious and
sustainable development for the Company in economic, environmental and social efficiency. During the report
period, the Company had no significant environmental pollution events, or caused any environmental disputes,
nor suffered any administrative punishment on environmental protection.
XV. Particulars about researches, visits and interviews received in this report period
Time of Place of Way of Type of Main discussion and materials
Visitor
reception reception reception visitor provided by the Company
Will the Company‘s stocks resume for
Shareholders with
Jan. 1, 2012 Wuhan By telephone Individual trading? How was the Company‘s
tradable shares
actual operating situation?
Shareholders with Plan on solving the Company‘s
Dec. 31, 2012 Wuhan By telephone Individual
tradable shares negative net assets.
23
2012 Annual Report of Wuhan Boiler Company Limited
Section V Significant Events
I. Significant litigations and arbitrations
√Applicable □Not applicable
Amount Progress of
Forming the Trial result and Enforcement on the
Basic information of involved in the
estimated influence of the judgment of the Disclosure
the litigation the litigation litigation Disclosure index
liabilities or litigation litigation date
(arbitration) (arbitration) (arbitration
not? (arbitration) (arbitration)
(RMB 0‘000) )
In July 2010, Wuhan
Boiler received three The Progress
summons from Binzhou Announcement
Intermediate Court. The Company of Wuhan Boiler
Upon open
Based on the reason will disclose the Company
hearings by the
that Wuhan Boiler effect of the Limited on
courts, the
failed to execute judgment on its Significant
concerned parties
contracts, Weiqiao profits in or Lawsuit or
finally reached a
A&E and Gaoxin A&E after the report Mar. 29, Arbitration
No Closed reconciliation
requested the court to period in 2012 (Announcement
agreement. The
rule a contract breach periodical No. 2012-007)
Court sent the
of Wuhan Boiler, report according was published on
Conciliation
terminate the three to the progress the Securities
Statement to the
boiler supply contracts of payment Times, Ta Kung
concerned parties.
and order Wuhan collection. Pao and
Boiler to return double http://www.cninf
deposits over RMB 70 o.com.cn
million in total.
In Jun. 2011, based on Upon equal and The Progress
the reason that Wuhan friendly Announcement
Boiler defaulted on the negotiation, both of Wuhan Boiler
construction contract parties reached an Company
The judgment
payment, GSE filed an amicable Limited on
had no
arbitration application settlement on the Significant
substantial
to China International said two cases. 27 Apr. Lawsuit or
No Closed effect on the
Economic and Trade Wuhan Boiler 2012 Arbitration
profits in or
Arbitration submitted an (Announcement
after the report
Commission, lawsuit withdrawal No. 2012-018)
period.
requesting Wuhan application to was published on
Boiler to settle the Wuhan the Securities
remaining payment and Intermediate Court Times, Ta Kung
interest over RMB30 and GSE submitted Pao and
24
2012 Annual Report of Wuhan Boiler Company Limited
million in total. In Aug. an arbitration http://www.cninf
2011, based on the termination o.com.cn.
reason that GSE application to
subcontracted the China International
construction in Economic and
violation of laws and Trade Arbitration
violated other Commission, both
contractual stipulations, of which were
Wuhan Boiler filed a approved. The said
lawsuit to Wuhan two cases were
Intermediate Court, closed.
requesting a payment
return of RMB30
million from GSE.
Particulars on media‘s queries
□Applicable √Not applicable
There was no media‘s query during the year.
II. Particulars about the non-operating occupation of funds by the controlling shareholder and its related
parties of the Company
Newly
Total
added
amount of
Name of Amount at amount of Expected
repayment Amount at Expected
sharehold the period occupatio Expected repayment
Occupatio during the the period repayment
er or Reason beginning n during repayment amount
n time report end (RMB time
related (RMB the report way (RMB
period 0‘000) (Month)
party 0‘000) period 0‘000)
(RMB
(RMB
0‘000)
0‘000)
0 0 0 0 0
Total 0 0 0 0 -- 0 --
Proportion of the total amount at
the period-end in the net assets at 0%
the period-end (%)
Disclosure date for the special
audit opinion of the certified
Apr 27, 2013
public accountants on the funds
occupation
Disclosure index for the special
audit opinion of the certified
www.cninfo.com.cn
public accountants on the funds
occupation
25
2012 Annual Report of Wuhan Boiler Company Limited
III. Bankruptcy reorganization
□Applicable √Not applicable
IV. Asset transactions
1. Acquisition of assets
□Applicable √Not applicable
Acquisition of assets
In the report period, there is no material acquisition and sales of assets.
2. Sales of assets
□Applicable √Not applicable
Sales of assets
In the report period, there is no material acquisition and sales of assets.
3. Business combination
In the report period, there is no business combination.
V. Implementation and its influence of equity incentive plan
In the report period, there is no equity incentive plan.
VI. Significant related party transactions
1. Related party transactions relevant to routine operation
26
2012 Annual Report of Wuhan Boiler Company Limited
Pricing Proportion
Type of the Transactio
Content of the principle of in same Settlement method
related Transaction n amount Market Disclosure Disclosure
Related party Relationship related party the related kind of of the related party
party price (RMB Ten price date index
transaction party transactions transaction
transaction thousand)
transaction (%)
A subsidiary of the Sale of Boiler and Settlement as per April 27, www.cninfo.
ALSTOM Power Inc Market price - 26,254.94 35.26% -
ultimate actual controller products auxiliary contract term 2012 com.cn
ALSTOM Boiler A subsidiary of the Sale of Boiler and Settlement as per April 27, www.cninfo.
Market price - 15,542.28 20.87% -
Deutschland GmbH ultimate actual controller products auxiliary contract term 2012 com.cn
A subsidiary of the Sale of Boiler and Settlement as per April 27, www.cninfo.
ALSTOM Estonia AS Market price - 8,486.29 11.4% -
ultimate actual controller products auxiliary contract term 2012 com.cn
ALSTOM (Wuhan) Settlement as per
A subsidiary of the Service Processing April 27, www.cninfo.
Engineering & Technology Market price - 287.03 100% contract term -
ultimate actual controller rendered service 2012 com.cn
Co., Ltd.
A subsidiary of the Service Processing Settlement as per
ALSTOM Power INC. Market price - 134.6 6.41% -
ultimate actual controller rendered service contract term
ALSTOM Boiler A subsidiary of the Sale of Sale of raw Settlement as per
Market price - 22.04 1.05% -
Deutschland GmbH ultimate actual controller products materials contract term
A subsidiary of the Settlement as per
Wuhan Boiler (Group) Goods
second largest Transportation Market price - 167.93 16.4% contract term -
Yuntong Co., Ltd. purchased
shareholder
A subsidiary of the Goods Settlement as per
ALSTOM s.r.o Equipment Market price - 26.75 0.07% -
ultimate actual controller purchased contract term
ALSTOM Boiler A subsidiary of the Goods Settlement as per April 27, www.cninfo.
Raw materials Market price - 8.42 0.02% -
Deutschland GmbH ultimate actual controller purchased contract term 2012 com.cn
A subsidiary of the Goods Settlement as per
ALSTOM Boiler France Raw materials Market price - 6.08 0.02% -
ultimate actual controller purchased contract term
A subsidiary of the Goods Settlement as per
Alstom Power Energy Raw materials Market price - 1.94 0.01% -
ultimate actual controller purchased contract term
ALSTOM (Switzerland) Ltd A subsidiary of the Service PMX support Market price - 272.06 7.79% Settlement as per - April 27, www.cninfo.
27
2012 Annual Report of Wuhan Boiler Company Limited
ultimate actual controller received fee contract term 2012 com.cn
A subsidiary of the Service PDMS Settlement as per
April 27, www.cninfo.
ALSTOM (Switzerland) Ltd ultimate actual controller received software Market price - 40.61 2.14% contract term -
2012 com.cn
application fee
Ultimate holding Service Settlement as per
ALSTOM Holdings Training Market price - 7.35 0.35% -
company received contract term
A subsidiary of the Service ITSAS service Settlement as per April 27, www.cninfo.
ALSTOM IS&T SAS Market price - 497.23 14.23% -
ultimate actual controller received fee contract term 2012 com.cn
ALSTOM (China) The company's largest Service ITSSC service Settlement as per April 27, www.cninfo.
Market price - 343.62 9.83% -
Investment Co., Ltd. shareholder received fee contract term 2012 com.cn
ALSTOM (China) The company's largest Service Settlement as per
Training Market price - 4.58 0.22% -
Investment Co., Ltd. shareholder received contract term
ALSTOM (Wuhan) Service
A subsidiary of the Project testing Settlement as per
Engineering & Technology received Market price - 27.21 0.7% -
ultimate actual controller fee contract term
Co., Ltd.
ALSTOM (Wuhan) Service
A subsidiary of the Settlement as per
Engineering & Technology received Translation Market price - 18.75 0.48% -
ultimate actual controller contract term
Co., Ltd.
Service SAP B1
ALSTOM A subsidiary of the Settlement as per April 27, www.cninfo.
received financial Market price - 8.96 0.26% -
(SWITZERLAND) LTD ultimate actual controller contract term 2012 com.cn
software fee
Floating
downward
Repayment
ALSTOM (China) The company's largest 10% of Settlement as per April 27, www.cninfo.
of loan Loan interest - 9,146.25 100.00% -
Investment Co., Ltd. shareholder PBOC contract term 2012 com.cn
interest
benchmark
interest rate
Total -- -- 61,304.92 -- -- -- --
Details of large amount of sales returns None
Necessity and continuity of related party Related party transactions in sales and procurement between the Company and related parties were the result of long-term business partnership and
28
2012 Annual Report of Wuhan Boiler Company Limited
transaction as well as reason of choosing supplementary business, which was necessary to the business development of the Company, and will continue in certain periods. The pricing strategy of
the related party (but not other transaction
the related party transactions was fair and reasonable in accordance with market price, which did not harm the interest of the Company and shareholders.
parties in the market) to conduct the said
transaction
Impacts of related party transaction on
Related party transactions took place fairly; there was no influence on the independence of the Company.
independency of the Company
Dependence of the Company on related Related party transactions did not influence the independence of the Company; the Company did not rely on related parties to survive. And the Company
party and relevant solutions for the
actively exploits domestic market and strives to taking in more domestic contracts.
dependence (if any)
As for the estimation on the total amount
of routine related party transactions to be 1. Purchase of raw materials: actual transaction amount is less than forecasted amount
occurred in the report period by relevant
2. Sales of products: actual transaction amount is less than forecasted amount
types, the actual performance in the report
period (if any)
Reason for significant difference between
None
the transaction price and the market price
29
2012 Annual Report of Wuhan Boiler Company Limited
2. Related-party transactions regarding purchase and sales of assets
□Applicable √Not applicable
3. Significant related party transitions regarding joint investments
□Applicable √Not applicable
4. Significant credits and liabilities with related parties
Was there any non-operating credit or liability with any related party?
□ Yes √ No
Existing
Opening Current Closing
Type of non-operating
Reason of balance amount balance
Related party Relationship credit or funds
formation (RMB (RMB (RMB
liability occupation or
0‘000) 0‘000) 0‘000)
not
ALSTOM Power A subsidiary of ultimate
Receivables Sales No 5,613.98 1,789.28 7,403.26
Inc holding company
A subsidiary of ultimate No
Alstom Estonia AS Receivables Sales 650.87 650.87
holding company
ALSTOM A subsidiary of ultimate
(Shanghai)Technolo holding company Payables Sourcing No 326 1,309.5 1,635.5
gy Co.,Ltd
Wuhan Boiler The second largest Relocation
Receivables No 6,403.05 6,403.05
Group shareholder compensation
Wuhan Boiler
(Group) Special Subsidiary of the second
Receivables Sales No 995.5 -510 485.5
Boiler Engineering largest shareholder
Co.,Ltd
Effect of the credits and liabilities with related
parties on the operating results and financial No.
situation
5. Other significant related party transactions
No other significant related party transactions
VII. Significant contracts and execution
1. Particulars about trusteeship, contract and lease
30
2012 Annual Report of Wuhan Boiler Company Limited
(1) Trusteeship
□ Applicable √ Not applicable
Items generated over 10% gains/losses in total profit in the report period for the Company
□ Applicable √ Not applicable
(2) Contract
□ Applicable √ Not applicable
Items generated over 10% gains/losses in total profit in the report period for the Company
□ Applicable √ Not applicable
(3) Lease
□ Applicable √ Not applicable
In the report period, there is no trusteeship, contract or lease generated over 10% gains/losses in total profit for the
Company, or any such contract carried down into the report period.
Items generated over 10% gains/losses in total profit in the report period for the Company
□ Applicable √ Not applicable
2. Guarantee
□ Applicable √ Not applicable
(1) Guarantee provided in violation of regulations
□ Applicable √ Not applicable
3. Other significant contract
□ Applicable √ Not applicable
VIII. Performance of commitments
1. Commitments made by the Company or shareholders holding over 5% of the Company’s shares in the
report period, or such commitments carried down into the report period
Time of
Commitment Period of
Commitment Contents making Fulfillment
maker commitment
commitment
Commitment on share reform
Commitment in the acquisition
report or the report on equity
changes
Commitments made in assets
reorganization
Commitments made in IPO or
refinancing
31
2012 Annual Report of Wuhan Boiler Company Limited
Other commitments made to
minority shareholders
Executed timely or not? Yes
Detailed reason for failing to fulfill
Not applicable
and the next plan
Make commitments on causing the
problems of horizontal competition No
and related party transactions or not?
Settlement period of commitment Long-term
Way of settlement Perform in accordance with commitments terms
(1) Capital commitments
Up to December 31, 2012, the commitment related to purchases of
long-term assets which the contract were signed but not reflected in the
financial statements amounted to RMB1,580,718.78, USD157,085.00,
EUR15,071.50.
(2)Other commitments
Up to December 31, 2012, the performance bond, tender bond, payment
guarantee and U.S dollar guarantee issued by the Company, which
Fulfillment of commitment remained unexpired, amounted to RMB46,904,860.00,
RMB11,000,000.00, RMB12,156,110.00, and USD3,126,923.00.
Fulfillment of commitment:
(1) Because some contracts were fully performed in 2012, the performance
bond RMB29,563,500.00 and tender bond RMB9,200,000.00 were
released.
(2)The performance of previous year's capital commitments: the amount of
prior year's capital commitments fulfilled in 2012 was RMB1, 680,802.35.
2. If the Company’s assets or projects existing earnings prediction, and the report period is among the
prediction period, it shall explain on whether the assets or projects reach the original earnings prediction
and relevant reason
□ Applicable √ Not applicable
IX. Particulars about engagement and dismissal of CPA firm
CPA firm engaged at present
Name of domestic CPA firm Zhonghuan Haihua Certified Public Accountants Co., Ltd.
Remuneration of domestic CPA firm (RMB
75
0‘000)
Consecutive years of the audit services
15
provided by domestic CPA firm
Name of the certified public accountants
Wang Mingcui, Li Yanbin
from the domestic CPA firm
Name of overseas CPA firm (if any) ----
32
2012 Annual Report of Wuhan Boiler Company Limited
Consecutive years of the audit services
----
provided by overseas CPA firm (if any)
Name of the certified public accountants
---
from the overseas CPA firm (if any)
Change the CPA firm at current period or not?
□ Yes √ No
Particulars on engaging the audit firm for the internal control, financial adviser or sponsor
□ Applicable √ Not applicable
X. Explanation of the Board of Supervisors and Independent Directors (if applicable) on the
“Non-standard Audit Report” issued by the CPA firm during the report period
□ Applicable √ Not applicable
XI. Punishment and rectification
□ Applicable √ Not applicable
Did any director, supervisor, senior management and shareholder held more than 5% shares of the Company is
suspected to trade shares in violation of regulations, and the Company had announced the withdrawal of such
illegal gains?
□ Applicable √ Not applicable
XII. Particulars about listing suspension and termination faced after the disclosure of annual report
□ Applicable √ Not applicable
XIII. Explanation on other significant events
The Company received the Decision on Approving the Listing Restoration for Wuhan Boiler Company Limited
(SZS [2012] No. 476) from Shenzhen Stock Exchange on Dec. 31, 2012, in which SZSE approved the Company‘s
stocks to be relisted.
XIV. Significant events of subsidiaries of the Company
None.
XV. Corporate bond issuance
□ Applicable √ Not applicable
33
2012 Annual Report of Wuhan Boiler Company Limited
Section VI Changes in Shares and Particulars about Shareholders
I. Particulars about the changes in shares
Before the change Increase/decrease (+, -) After the change
Capitalizati
Issuance
Proportion Bonus on of Proportion
Amount of new Others Subtotal Amount
(%) shares public (%)
shares
reserve fund
I. Non tradable shares 172,000,000 57.91% 172,000,000 57.91%
1. Sponsors‘ shares 172,000,000 57.91% 172,000,000 57.91%
Share held by domestic
20,530,000 6.91% 20,530,000 6.91%
corporations
Share held by foreign
151,470,000 51% 151,470,000 51%
corporations
II. Tradable shares 125,000,000 42.09% 125,000,000 42.09%
2. Domestically listed
125,000,000 42.09% 125,000,000 42.09%
foreign shares
III. Total shares 297,000,000 100% 297,000,000 100%
Reason for the changes in shares
□ Applicable √ Not applicable
Approval for changes in shares
□ Applicable √ Not applicable
Transfer for changes in shares
□ Applicable √ Not applicable
Effects of changes in shares on the basic EPS, diluted EPS, net assets per share attributable to common
shareholders of the Company and other financial indexes over the last year and last period
□ Applicable √ Not applicable
Other contents that the Company considers necessary or required by the securities regulatory authorities to
disclose
None.
II. Issuance and listing of securities
1. Issuance of securities over the past three years
□ Applicable √ Not applicable
2. Explanation on changes in shares and the structure of shareholders, the structure of assets and liabilities
□ Applicable √ Not applicable
34
2012 Annual Report of Wuhan Boiler Company Limited
3. Particulars about employee shares
□ Applicable √ Not applicable
III. Particulars about shareholders and actual controller
1. Total number of shareholders and their shareholding
Unit: Share
Total number of shareholders in Total number of shareholders on the fifth trading day before the
9,073 8,632
the report period disclosure date of the annual report
Particulars about shares held by shareholders with a shareholding percentage more than 5%
Increase/ Pledged or frozen shares
Number
Shareholding Total shares decrease Number of
Name of Nature of of tradable
percentage held at the during non-tradable Status of
shareholder shareholder shares Number of shares
(%) period-end the report shares held shares
held
period
ALSTOM
(CHINA) Domestic
INVESTMENT non-state-owned 51% 151,470,000 0 151,470,000 0
COMPANY corporation
LIMITED
WUHAN
BOILER State-owned
6.91% 20,530,000 0 20,530,000 0
GROUP CO., corporation
LTD
CHINA
MERCHANTS
Foreign
SECURITIES 0.48% 1,411,694 0 0 1,411,694
corporation
(HK) CO.,
LTD.
CHEN CHU Domestic
0.46% 1,372,450 0 0 1,372,450
YUN natural person
HSBC
BROKING
SECURITIES Foreign
0.42% 1,234,114 0 0 1,234,114
(ASIA) corporation
LIMITED-CLI
ENTS A/C
Domestic
WU ZHEN FA 0.38% 1,138,028 0 0 1,138,028
natural person
ZHUANG
Domestic
CHANG 0.35% 1,035,000 0 0 1,035,000
natural person
XIONG
35
2012 Annual Report of Wuhan Boiler Company Limited
Domestic
TANG JUAN 0.3% 887,236 0 0 887,236
natural person
GUOTAI
JUNAN
Foreign
SECURITIES( 0.29% 860,551 0 0 860,551
corporation
HONGKONG)
LIMITED
ZHUANG Domestic
0.28% 821,150 0 0 821,150
YAO HUA natural person
Strategic investor or corporation
becoming a top ten shareholder
Not applicable
due to placing of new shares (if
any)
Alstom (China) Investment Co., Ltd. (the first principal shareholder of the Company) and Wuhan
Boiler Group Co., Ltd. (the second principal shareholder of the Company) hold non-tradable
shares of the Company. No affiliated relationship exists between Alstom (China) Investment Co.,
Ltd. (the first principal shareholder of the Company), Wuhan Boiler Group Co., Ltd. (the second
Explanation on affiliated
principal shareholder of the Company) and the other shareholders with tradable shares, and they
relationship or persons acting in
are not persons acting in concert as defined in the Administrative Rules on Information
concert among the
Disclosure about Changing of Shareholding Status. The Company is not aware of whether there is
above-mentioned shareholders:
any affiliated relationship among the top ten shareholders with tradable shares and whether there
are persons acting in concert among them. The Company is not aware of whether there is any
affiliated relationship among the top ten shareholders and the top ten shareholders with tradable
share.
Particulars about top ten shareholders holding tradable shares
Number of tradable shares held at the Type of shares
Name of shareholder
year-end (Note 4) Type Number
CHINA MERCHANTS
1,411,694 Domestically listed foreign shares 1,411,694
SECURITIES (HK) CO., LTD.
CHEN CHU YUN 1,372,450 Domestically listed foreign shares 1,372,450
HSBC BROKING SECURITIES
(ASIA) LIMITED-CLIENTS 1,234,114 Domestically listed foreign shares 1,234,114
A/C
WU ZHEN FA 1,138,028 Domestically listed foreign shares 1,138,028
ZHUANG CHANG XIONG 1,035,000 Domestically listed foreign shares 1,035,000
TANG JUAN 887,236 Domestically listed foreign shares 887,236
GUOTAI JUNAN
SECURITIES(HONGKONG) 860,551 Domestically listed foreign shares 860,551
LIMITED
ZHUANG YAO HUA 821,150 Domestically listed foreign shares 821,150
LI SHU HUI 808,552 Domestically listed foreign shares 808,552
ZHOU YONG YI 759,850 Domestically listed foreign shares 759,850
36
2012 Annual Report of Wuhan Boiler Company Limited
Explanation on affiliated
relationship or persons acting in The top ten shareholders of the Company are public shareholders with tradable B shares. The
concert among the top ten Company is not aware of whether there is any affiliated relationship among the top ten
shareholders with tradable shares shareholders with tradable shares and whether there are persons acting in concert among them.
and between the top ten The Company is not aware of whether there is any affiliated relationship among the top ten
shareholders with tradable shares shareholders and the top ten shareholders with tradable share.
and the top ten shareholders
Explanation on shareholders
participating in the margin Not applicable
trading business (if any)
2. Particulars about the controlling shareholder
Name of controlling Legal representative Date of Organization Registered
Business scope
shareholder / company principal establishment code capital
Lawfully investing in fields in which
foreign investment is permitted by the
State; import, export, procurement (as
an agent) and sale (as an agent) of
ALSTOM (CHINA) equipments; providing relevant
Dominique
INVESTMENT Jan. 11, 1999 71092378-2 USD 60,964,400 services including training, human
Pouliquen
COMPANY LIMITED resources management, consultancy,
technology, storage, operating lease
and etc.; participating in overseas
projects from Chinese enterprises
entitled to execute overseas projects.
Operating results,
financial situation, cash In year 2012 operating revenue of Alstom (China) Investment Company Ltd achieved 3.3 billion, net profit
flow and future -0.3 billion. Net cash flow from operating activities was -0.8 billion (unaudited). Alstom (China) Investment
development strategy, Company Ltd is investment holding company; investment business is its main development in the future.
etc.
Shares held by the
controlling shareholder
in other listed
Not applicable
companies by holding
or shareholding during
the reporting period
Change of the controlling shareholder during the report period
□ Applicable √ Not applicable
37
2012 Annual Report of Wuhan Boiler Company Limited
3. Particulars about the actual controller
Legal
representative Date of Organization Registered
Name of the actual controller Business scope
/ company establishment code capital
principal
The conduct of transactions in France and
abroad, notably in the following fields:
energy, transmission and distribution of
Not energy, transport, industrial equipment, naval
Nov. 11, applicable (a EUR construction & repair work and engineering
ALSTOM S.A. Patrick Kron
1992 French listed 2,156,262,129 and consultancy, design and/or production
company) studies and general contracting associated
with public or private works and
construction; and all the activities related or
incidental to the above.
Operating results, financial In financial year 2012/2013 operating revenue of ALSTOM S.A achieved EUR20.3 billion, net profit
situation, cash flow and future was EUR0.8 billion, and net cash flow from operating activities was EUR0.4 billion. ALSTOM S.A will
development strategy, etc. strive to maintain steady growth in sales and margin in the future.
Shares held by the actual
controller in other listed
companies by holding or Not applicable
shareholding during the
reporting period
Change of the actual controller during the report period
□ Applicable √ Not applicable
The ownership and controlling relationship between the actual controller of the Company and the Company is
detailed as follows:
Bouygues FRANKLIN RESOURCES Other shareholders
29.4% 4.51% 66.09%
ALSTOM S.A.
(Listed in France)
100%
Alstom Holdings
100%
Alstom (China) Investment Co., Ltd
51%
Wuhan Boiler Company Limited
38
2012 Annual Report of Wuhan Boiler Company Limited
The actual controller controls the Company via trust or other ways of asset management
□ Applicable √ Not applicable
4. Particulars about other corporate shareholders with more than 10% shares of the Company
□ Applicable √ Not applicable
IV. Particulars on shareholding increase scheme proposed or implemented by the shareholders and
act-in-concert persons during the report period
□ Applicable √ Not applicable
39
2012 Annual Report of Wuhan Boiler Company Limited
Section VII Particulars about Directors, Supervisors, Senior Management and Employees
I. Changes in shareholding of directors, supervisors and senior management
Shares Shares
Shares
increased decreased Shares
Beginning Ending held at the
Tenure at the at the held at the
Name Title Gender Age date of date of year
status report report period-end
office term office term beginning
period period (share)
(share)
(share) (share)
YEUNG Chairman of
Oct. 15, Oct. 15,
Kwok Wei the Board of Current Male 63 0 0 0 0
2010 2013
Richard Directors
Ian Andrew Jun. 5, Oct. 15,
Director Current Male 40 0 0 0 0
Johnson 2012 2013
Oct. 15, Jun. 5,
Liu Yi Director Former Female 43 0 0 0 0
2010 2012
Dominique Oct. 15, Oct. 15,
Director Current Male 52 0 0 0 0
Pouliquen 2010 2013
Guy Oct. 15, Oct. 15,
Director Current Male 63 0 0 0 0
Chardon 2010 2013
Xiong Oct. 15, Oct. 15,
Director Current Male 55 0 0 0 0
Gang 2010 2013
Xiang Oct. 15, Oct. 15,
Director Current Male 59 0 0 0 0
Rongwei 2010 2013
Shen Independent Oct. 15, Oct. 15,
Current Male 42 0 0 0 0
Weixing director 2010 2013
Tang Independent Jun. 5, Oct. 15,
Current Male 48 0 0 0 0
Guoping director 2012 2013
André Independent Oct. 15, Jun. 5,
Former Male 59 0 0 0 0
CHIENG director 2010 2012
Yang Independent Oct. 15, Oct. 15,
Current Male 52 0 0 0 0
Xiongsheng director 2010 2013
Thomas
Nov. 23, Oct. 15,
Joseph Supervisor Current Male 57 0 0 0 0
2012 2013
Barker
Oct. 15, Nov. 23,
Shi Ziling Supervisor Former Male 49 0 0 0 0
2010 2012
Oct. 15, Oct. 15,
Sun Tong Supervisor Current Female 42 0 0 0 0
2010 2013
40
2012 Annual Report of Wuhan Boiler Company Limited
Oct. 15, Oct. 15,
Pei Hanhua Supervisor Current Male 53 0 0 0 0
2010 2013
General Sep. 28, Oct. 15,
Jay Chen Current Male 50 0 0 0 0
Manager 2011 2013
Finance
Chin Wee Oct. 15, Oct. 15,
Director and Current Male 41 0 0 0 0
Hua 2010 2013
Deputy GM
Board
Secretary Oct. 15, Oct. 15,
Kevin Qin Current Male 32 0 0 0 0
and Deputy 2010 2013
GM
II. Position-holding situation
Main working experience of current Directors, Supervisors and Senior Management in the past five years:
Mr. YEUNG Kwok Wei Richard, Chairman of the Board of the Company, was born on April 7, 1949, Australian
nationality. A HKIE Follow, major in Electric Engineering and holder of MBA degree. He had worked for Hong
Kong CLP Co., Ltd, BBC, ABB and ALSTOM with positions held from Projects Sales Manager to Senior Vice
President. He ever held positions of Country Chief Representative and Region Vice President in China of AREVA
T&D SA, and Head of Power, Alstom Power, China. He is currently Head of Power, Alstom Hong Kong. Mr.
YEUNG Kwok Wei Richard is the Chairman & Director of the 5th Board of Directors of the Company. He doesn‘t
hold any shares of the Company and didn‘t get any penalty or punishment from China Securities Regulatory
Commission, other government organs and Chinese stock exchanges. He satisfies the qualification requirements
of the Company Law and related laws and regulations
Director Mr. Ian Andrew Johnson was born on February 15, 1972, British nationality. He started his career with
Alstom in 1988 as a Mechanical Technician apprentice. After successfully completing the apprenticeship, he
moved to the Finance Department and became a member of the Chartered Institute of Management Accountants
in 1997. In 2000, he worked as Finance Manager for the Alstom Plants Business managing global long term
projects. In 2002, he took the position of Finance Director for the Alstom UK Plants Business, managing Turnkey
projects covering Nuclear, Hydro, Gas, Steam, and combined cycle power plants, and statutory director for several
of Alstom UK Companies at that time. In 2003, he became the Head of Project Control for the Alstom Plants
global Business. In 2005, he was appointed as the Finance Director for the Alstom Power Sector Project Risk
Control, and the lead Business Finance partner for Mergers & Acquisitions in the Power Sector. In 2007, he
became Finance Director of the Boiler Product Line within the Power Sector. Mr. Ian Andrew Johnson is
currently Vice President Finance for Alstom Steam Business, having global P&L responsibility over the 6 Product
Lines and 3 Plant Regions comprising the Steam Business. Mr. Ian Andrew Johnson is the Director of the 5th
Board of Directors of the Company. He doesn‘t hold any shares of the Company and didn‘t get any penalty or
punishment from China Securities Regulatory Commission, other government organs and Chinese stock
exchanges. He satisfies the qualification requirements of the Company Law and related laws and regulations.
Director Mr. Guy Chardon, was born on May 20, 1949, French nationality. Mr. Guy Chardon graduated from the
Ecole Polytechnique in Paris in 1972 with a degree in Mechanical Engineering and got an advanced degree from
the Ecole des Mines in Paris in 1975. Mr. Guy Chardon jointed Alstom in Oct. 2003 and ever took the positions as
Senior Vice President of Alstom Turbomachines Group and Senior Vice President of Alstom Power Thermal
Products. Now Mr. Guy Chardon is Alstom Group Senior Vice President. Before joining Alstom, Mr. Guy
41
2012 Annual Report of Wuhan Boiler Company Limited
Chardon ever was Senior Vice President of UK-based Imerys Paper Europe (2001-2003), CEO of Manoir
Industries Group (1998-2001), Executive Vice President of France-based Labinal Group (1995-1998), Senior Vice
President at Chicago-based American National Can (1991-1995), Chairman and CEO of Pechiney Rhenalu
(1983-1991). Before entering executive management, Mr. Guy Chardon held various civil servant positions in the
French government, notably Advisor to the Minister for External Trade and to the Prime Minister. Mr. Guy
Chardon is the Director of the 5th Board of Directors of the Company. He doesn‘t hold any shares of the Company
and didn‘t get any penalty or punishment from China Securities Regulatory Commission, other government
organs and Chinese stock exchanges. He satisfies the qualification requirements of the Company Law and related
laws and regulations.
Director Mr. Xiong Gang, born on June 21, 1957, Canadian nationality, holds a Master degree in Public
Administration (1988) and a Diploma of Advanced Studies in International Public Administration (1986) from
National Public Administration School of University of Quebec, Canada, and a Bachelor degree from East China
Normal University, Shanghai (1981). Currently, Mr. Xiong Gang is working in Alstom (China) Investment Co.
Ltd as Vice President responsible for Public Affairs. Mr. Xiong Gang worked in Hydro-Quebec (Canada) from
January 1988 to August 2005 as Senior Marketing Advisor, China Business Director and Asia Commercial
Director, responsible for business development and project management in China and other Asian countries. From
2001 to 2007, he was Chief Representative in Beijing for Meiya Power Company Ltd, responsible for government
relations and business development. Prior to joining in Alstom, he was Chief China Representative and Business
Development Director of AEI Asia Ltd (US). Mr. Xiong Gang is the Director of the 5th Board of Directors of the
Company. He doesn‘t hold any shares of the Company and didn‘t get any penalty or punishment from China
Securities Regulatory Commission, other government organs and Chinese stock exchanges. He satisfies the
qualification requirements of the Company Law and related laws and regulations.
Director Mr. Dominique Pouliquen was born on March 3, 1960, French nationality. Mr. Dominique Pouliquen
gained a master in Economy at Paris University in 1981, and was graduated from the Institute of Politic Studies in
Paris the following year. After a one year career start in the banking sector as a financial analyst, he became
consultant for six years, specialized in productivity improvement, quality management and manufacturing
software for large international industrial companies. Thereafter he joined the Information Technology sector in
1989, where he occupied various business development and sales management positions. Mr. Dominique
Pouliquen joined Alstom Transport in 1996 as Project Manager after he left the Telis Group (merged with Sema
Group). He was responsible for developing and implementing the Transport Sales and Marketing Information
Systems. He then pursued his career development in Transport as Marketing Director, followed-up Regional
Director for Asia in the Service Segment. In 2001, he was promoted to head the Product and Strategy as Senior
Vice President and was nominated to be part of the Transport Management Committee. Successfully carved
significant milestones in Alstom Transport, Dominique was sought to head the Train Life Services Unit in 2005.
Mr. Dominique Pouliquen is currently Country President, Alstom China and Senior Vice President for Alstom
Transport Asia Pacific Region. Mr. Dominique Pouliquen is the Director of the 5th Board of Directors of the
Company. He doesn‘t hold any shares of the Company and didn‘t get any penalty or punishment from China
Securities Regulatory Commission, other government organs and Chinese stock exchanges. He satisfies the
qualification requirements of the Company Law and related laws and regulations.
Director Mr. Xiang Rongwei was born on Apr. 15, 1953, Chinese nationality. As a holder of Bachelor Degree, he
worked as Deputy Director and Director of Finance as well as Deputy General Accountant and General
42
2012 Annual Report of Wuhan Boiler Company Limited
Accountant in Wuhan Boiler Factory, as Deputy Chairman of the Board, Deputy General Manager, and General
Manager in Wuhan Boiler Group Co., Ltd., and as Director, Deputy General Manager, and General Manager in
Wuhan Boiler Co., Ltd. He holds the position as Chairman of the Board of Wuhan Boiler Group Co., Ltd at
present. Mr. Xiang Rongwei is the director of the 5th Board of Directors of the Company. He doesn‘t hold any
shares of the Company and didn‘t get any penalty or punishment from China Securities Regulatory Commission,
other government organs and Chinese stock exchanges. He satisfies the qualification requirements of the
Company Law and related laws and regulations.
Independent Director Mr. Yang Xiongsheng was born on January 29, 1960, Chinese nationality. He graduated
from Dongbei University of Finance and Economics with a Doctor of Philosophy in Accountancy. Currently he
holds positions as a Director, Professor and Doctoral Supervisor in Department of Accountancy of Nanjing
University. His major research fields involve internal control, Basic Accounting Theory, finance management,
management accounting. Professor Yang is also a Committee Member and Vice Secretary General of Accounting
Society of China, Commissioner of China Internal Control Standards Committee under the Ministry of Finance,
Consultant of accounting standards under the Ministry of Finance and Vice Chairman of Accounting Society of
Jiangsu. Besides, he also serves in Hohai University, Nanjing University of Science and Technology, Anhui
University of Finance & Economics, Anhui University of Technology, and Zhejiang Institute of Finance &
Economics as part-time professor. He is also Independent Director in Hongtu High-tech and S Yihua. Mr. Yang
Xiongsheng is the Independent Director of the 5th Board of Directors of the Company. He doesn‘t hold any shares
of the Company and has no related relationship with the Company, the controlling shareholder and actual
controller of the Company. He didn‘t get any penalty or punishment from China Securities Regulatory
Commission, other government organs and Chinese stock exchanges. He satisfies the qualification requirements
of the Company Law and related laws and regulations.
Independent Director Mr. Shen Weixing was born on April 24, 1970, Chinese nationality, Professor, Doctoral
Supervisor of Law School of Tsinghua University. Currently he holds the positions as Vice Dean of Law School,
Director of Real Estate Law Research Center in Tsinghua University, and Executive Director of Health Law
Center in Tsinghua University. He also takes the positions of Syndic of Civil Law Seminar of China Law Society,
Vice Secretary General of China Health Law Society, Vice Director Commissioner of Education Committee of
China Health Law Society, and Vice Chief Editor of Cross-Straight Law Review. He obtained a bachelor degree
of Law and a master degree of Law from Jilin University, and a Ph.D. degree from China University of Political
Science and Law. And he was a post doctorate of Law School of Beijing University and visiting scholars of Law
School of Harvard University, Temple University, Cologne University, and Freiburg University. Mr. Shen
Weixing is the Independent Director of the 5th Board of Directors of the Company. He doesn‘t hold any shares of
the Company and has no related relationship with the Company, the controlling shareholder and actual controller
of the Company. He didn‘t get any penalty or punishment from China Securities Regulatory Commission, other
government organs and Chinese stock exchanges. He satisfies the qualification requirements of the Company Law
and related laws and regulations.
Independent Director Mr. Tang Guoping was born in August 1964, Professor, Chinese Certified Public
Accountant, member of CPC. He graduated from Zhongnan University of Economics and Law with a doctor
degree. He obtained the third prize of Excellent Teaching Achievement issued by the People‘s Government of
Hubei Province, the honor of Trans Century Academic Backbone of Hubei Province and the honor of Trans
Century Disciplines Academic Leader of the universities directly under the administration of the Ministry of
43
2012 Annual Report of Wuhan Boiler Company Limited
Finance. In 2002, he was chosen to join the Excellent Young Teachers Program of the Ministry of Education.
Currently he holds the positions as Director of Accounting Master Center and Deputy Director of Accounting
School of Zhongnan University of Economics and Law. He also takes the positions of Vice Secretary General,
Execution Director of Chinese Institute of Finance and Cost for Young and Mid-career Professionals, Vice
Chairman of Wuhan Institute of Internal Auditors and Syndic of Accounting Society of Hubei Province. He is also
the Independent Director of Zhuhai Chi Cheng Technology Co., Ltd., Hubei Fuxing Science and Technology Co.,
Ltd. (listed company), Shandong Shengda Mining Co., Ltd., Boai NKY Pharmaceuticals Ltd. (listed company),
Tongling Zhongfa Suntech Co., Ltd. (listed company) and Wuhan Guide Infrared Co., Ltd. (listed company). Mr.
Tang Guoping is the Independent Director of the 5th Board of Directors of the Company. He doesn‘t hold any
shares of the Company and has no related relationship with the Company, the controlling shareholder and actual
controller of the Company. He didn‘t get any penalty or punishment from China Securities Regulatory
Commission, other government organs and Chinese stock exchanges. He satisfies the qualification requirements
of the Company Law and related laws and regulations.
Convener of the Board of Supervisors Mr. Thomas Joseph Barker was born on August 4, 1955, American
nationality. He started his career with Combustion Engineering Inc. in 1978 as a Purchasing Parts Specialist.
While with Combustion Engineering he held several positions including Operations Manager in the Boiler Service
department and Marketing Manager for Industrial Boilers. In 1990 Combustion Engineering was purchased by
Asea Brown Boveri where Mr. Thomas Joseph Barker held the positions of Director of Marketing and Strategic
Planning for the Boiler Services business, Director of Supply Management for the Global Boiler Business, and
Vice President of Supply Management for the US Power Business and global Boiler Business. In 2000, Alstom
purchased the Power business from ABB. Since becoming part of Alstom, Mr. Thomas Joseph Barker was the
Vice President of Supply Management for the global Boiler business (2001-2004), the Vice President of Global
Boiler Manufacturing (2004-2008), the Director of Global Manufacturing Technology and Process (2008-2012).
Mr. Thomas Joseph Barker is currently the Director of the Boiler Manufacturing Network of Alstom‘s Thermal
Power Sector. He is responsible for the Boiler Manufacturing Capital Investment, Research and Development, and
Transfer of Technology training, and Manufacturing Process Improvements for Alstom‘s 4 Boiler Manufacturing
facilities located in the United States, Europe, India, and China. Mr. Thomas Joseph Barker is the Convener of the
5th Board of Supervisors of the Company. He doesn‘t hold any shares of the Company and didn‘t get any penalty
or punishment from China Securities Regulatory Commission, other government organs and Chinese stock
exchanges. He satisfies the qualification requirements of the Company Law and related laws and regulations.
Supervisor Ms. Sun Tong was born on Jul. 2, 1970, Chinese nationality. From 1988 to 1992, she studied at Tianjin
University and got a dual-degree (Enterprise Management and English for Science and Technology). She became
an Assistant Lecturer at Tianjin University of Finance and Economics during 1992 and 1993, and she worked in
Public Relations Department of Management Committee of Tianjin Development Zone during 1993 and 1994.
Later, she became Administration & Finance manager in the joint company of China Petroleum and Chemical
Industry and Honeywell International Co., Ltd, Business Operating and Controlling Manager of Equipment
Department of Honeywell International (China area), and Manager of Honeywell International in South China
District etc from 1994 to 2000. During the period of 2002 and 2004, she studied at EMBA and then acted as
Financial Manager of Tianjin ALSTOM Hydro Co., Ltd during 2001 and 2003. After that, Ms. Sun Tong was
promoted to be Deputy General Manager of Tianjin ALSTOM Hydro Co., Ltd during 2004 and 2009. From 2010
to 2012, she held the position as Finance Director for Special Projects China in Alstom (China) Investment Co.,
Ltd. Ms. Sun Tong is currently Alstom Country Finance Director China. Ms. Sun Tong is the Supervisor of the 5th
44
2012 Annual Report of Wuhan Boiler Company Limited
Board of Supervisors of the Company. She doesn‘t hold any shares of the Company and didn‘t get any penalty or
punishment from China Securities Regulatory Commission, other government organs and Chinese stock
exchanges. She satisfies the qualification requirements of the Company Law and related laws and regulations.
Employee Representative Supervisor Mr. Pei Hanhua was born in Nov. 1959, Chinese nationality, Member of
CPC. He is an economist, and graduated from Hubei Provincial Party School of the CPC with a bachelor degree
majoring in Economics Management. He ever took the positions of Factory Director Assistant, Deputy Factory
Director and Factory Director of Steam Pressure Vessel Branch in the Company; he ever was Secretary of the
Party Branch of Purchasing Division in the Company; he worked as Deputy General Manager of the Company
from Apr. 2001 to Oct. 2010, in charge of the work in safety, manufacturing, quality and purchasing, and
concurrently Vice Chairman of Wuhan Safety Production Association; He has been acting as Deputy Secretary of
CPC and Secretary of Committee for Disciplinary Inspection of the Company since Nov. 2009. Mr. Pei Hanhua is
the Employee Representative Supervisor of the 5th Board of Supervisors of the Company. He doesn‘t hold any
shares of the Company and didn‘t get any penalty or punishment from China Securities Regulatory Commission,
other government organs and Chinese stock exchanges. He satisfies the qualification requirements of the
Company Law and related laws and regulations.
General Manager Mr. Jay Chen was born on Jan. 10, 1962, German nationality. Mr. Jay Chen gained a Master
degree in Electrical Engineering at Bochum University, Germany in 1989, and studied International Accounting &
Finance in ACCA, UK in 1996. After started his career in 1990 as a trainee in Weidmueller Interface GmbH &
Co., he worked as Product Manager and then Chief Representative for the following years. Thereafter he joined
Moeller Group (Eaton Corporation) in 1994, holding the position as Managing Director in Moeller Electric Co.
Ltd. China. Then he pursued further career development in A. Friedr. Flender AG (Part of Siemens) as Executive
Director Northeast Asia since 1998, followed-up General Manager in Flender Power Transmission (Tianjin) Co.
Ltd. In 2004, he joined GE Energy holding the position as CEO of Shenyang GE Liming Gas Turbine
Components Co. Ltd., and then General Manager of GE Corporate leading the success of sponsorship for Olympic
Games 2008 and partnership with World EXPO 2010 Shanghai & Asia Games 2010 Guangzhou. Since 2007, he
took the position in Coperion (Nanjing) Machinery Co. Ltd. as CEO, making significant achievements in
restructuring and integration of the company from a local private company to international player. Since July 2010,
he has been worked as CEO and President in AE&E Nanjing Boiler Co., Ltd.. Mr. Jay Chen is also Vice
Chairman of Association of all enterprises of Jiangsu Province. Mr. Jay Chen started to act as General Manager
since September 2011. He doesn‘t hold any shares of the Company and didn‘t get any penalty or punishment from
China Securities Regulatory Commission, other government organs and Chinese stock exchanges. He satisfies the
qualification requirements of the Company Law and related laws and regulations.
Finance Director & Deputy General Manager Mr. Chin Wee Hua, Malaysian nationality, was born on Oct. 4, 1971.
Mr. Chin Wee Hua graduated from the University of Western Australia, bachelor of Commerce with major in
Accounting and Finance. He is also a register Australian Certified Public Accountants. Mr. Chin Wee Hua
graduated from University of Leicester UK with a MBA degree. From 2001 to 2008, he was the Finance Director
for Alstom Asia Pacific (Malaysia) Sdn Bhd. Before joining Alstom, Mr. Chin Wee Hua ever held position as
Senior Accountant in Roche (Malaysia) Sdn Bhd from 1999 to 2001. From 1997 to 1999, he was appointed the
Senior Accountant for Lundin Oil Limited. From 1994 to 1997 he was the Senior Auditor from
PricewaterhouseCoopers. Mr. Chin Wee Hua started to act as Finance Director since Oct., 2009 and Deputy
General Manager since Oct., 2010. Mr. Chin Wee Hua doesn‘t hold any shares of the Company and didn‘t get any
45
2012 Annual Report of Wuhan Boiler Company Limited
penalty or punishment from China Securities Regulatory Commission, other government organs and Chinese
stock exchanges. He satisfies the qualification requirements of the Company Law and related laws and
regulations.
Board Secretary & Deputy General Manager Mr. Kevin Qin was born in Mar 1980, Chinese nationality. He got a
L.L.B degree for Civil and Commercial Law from East China University of Politics and Law, a L.L.M degree for
European Union Law from University of Durham (UK) and EMBA from Zhongnan University of Economics and
Law. Mr. Kevin Qin now holds the position of Legal Director in WBC. He ever held positions as Assistant to
CEO and Legal Counsel in Co-Wealth Group, China Legal Manager of Pacific Media PLC, Special Assistant to
CEO and Legal Counsel in Cathay Industrial Biotech Ltd. Mr. Kevin Qin started to act as Board Secretary since
Dec 2008 and Deputy General Manager since Oct 2010. Mr. Kevin Qin doesn‘t hold any shares of the Company
and didn‘t get any penalty or punishment from China Securities Regulatory Commission, other government
organs and Chinese stock exchanges. He satisfies the qualification requirements of the Company Law and related
laws and regulations.
Positions held in shareholder entities
√Applicable □Not applicable
Name of the
person Receives
holding any Position in Beginning Ending date
remuneration
Name of shareholder‘s entity shareholder date of office of office
position in from shareholder
entity term term
entity?
shareholder
entity
Alstom (China) Investment Co., Ltd,
Dominique Legal
controlling shareholder of the Aug. 8, 2010 Yes
Pouliquen representative
Company
Alstom (China) Investment Co., Ltd,
Vice
Xiong Gang controlling shareholder of the Aug. 8, 2010 Yes
president
Company
Country
Alstom (China) Investment Co., Ltd,
Finance
Sun Tong controlling shareholder of the Jan. 1, 2013 Yes
Director
Company
China
Xiang Wuhan Boiler Group Co., Ltd, a Legal
Oct. 10, 2007 Yes
Rongwei shareholder entity of the Company representative
Notes to
positions
Other directors, supervisors and senior management of the Company do not hold any position in
held in
the controlling shareholder or shareholders of the Company.
shareholder
entities
Positions held in other entities
□Applicable √Not applicable
46
2012 Annual Report of Wuhan Boiler Company Limited
III. Remuneration for directors, supervisors and senior management
Decision-making procedure, determining basis and actual payment for the remuneration of directors, supervisors
and senior management
1. Decision-making procedure of remuneration: remuneration of directors, supervisors and senior management of
the Company is paid in accordance with the standards stipulated by the Ministry of Labor and Social Security.
PRC. Proposal on annual remuneration of directors, supervisors and senior management is formulated by the
Board of Directors in compliance with the evaluation method of the Company, and then implemented after
reviewed and approved by the Shareholders‘ Meeting.
2. The Company pays RMB 100,000 (before tax) to each independent director as allowance. Traveling and
accommodation expenses incurred for attending the Board Meetings and Shareholders‘ Meetings will be
reimbursed by the Company.
Remuneration for directors, supervisors and senior management of the Company during the report period
Unit: RMB 10,000
Total
Total Actual
remuneration
remuneration remuneration
Name Title Gender Age Tenure status gained from
gained from gained at the
shareholder
the Company period-end
entity
YEUNG Chairman of
Kwok Wei the Board of Male 63 Current 0 149.81 149.81
Richard Directors
Ian Andrew 137.68
Director Male 40 Current 0 137.68
Johnson (Jun.-Dec.)
50.24
Liu Yi Director Female 43 Former 0 50.24
(Jan.-May)
Dominique
Director Male 52 Current 0 163.9 163.9
Pouliquen
Guy Chardon Director Male 63 Current 0 390.86 390.86
Xiong Gang Director Male 55 Current 0 149.28 149.28
Xiang
Director Male 59 Current 0 13.26 13.26
Rongwei
Shen Independent
Male 42 Current 10 0 10
Weixing director
Tang Independent 5.83
Male 48 Current 0 5.83
Guoping director (Jun.-Dec.)
André Independent 4.17
Male 59 Former 0 4.17
CHIENG director (Jan.-May)
Yang Independent
Male 52 Current 10 0 10
Xiongsheng director
Thomas
7.95
Joseph Supervisor Male 57 Current 0 7.95
(Dec.)
Barker
Shi Ziling Supervisor Male 49 Former 0 0 0
47
2012 Annual Report of Wuhan Boiler Company Limited
Sun Tong Supervisor Female 42 Current 0 92.43 92.43
Pei Hanhua Supervisor Male 53 Current 65.97 0 65.97
General
Jay Chen Male 50 Current 137.98 0 137.98
Manager
Finance
Chin Wee
Director and Male 41 Current 85.56 0 85.56
Hua
Deputy GM
Board
Secretary
Kevin Qin Male 32 Current 66.23 0 66.23
and Deputy
GM
Total -- -- -- -- 385.74 1,155.41 1,541.15
Particulars about the equity incentives awarded for the directors, supervisors and senior management of the
Company during the report period
□Applicable √Not applicable
IV. Changes in engagement and dismissal of Directors, Supervisors and Senior Management within the
report period
Name Position Type Date Reason
Liu Yi Director Resignation Jun. 5, 2012 Due to personal work arrangement
André Independent
Resignation Jun. 5, 2012 Due to personal work arrangement
CHIENG director
Convener of
Shi Ziling the Board of Resignation Nov. 23, 2012 Due to personal work arrangement
Supervisors
V. Particulars about changes in core technical team or key technicians during the report period (not
directors, supervisors or senior management)
In order to keep the key technicians to support the development of domestic boiler business, the Company
established the Committee of Technical Experts. The committee committed itself to the development, share and
spread of boiler technology, participating in important technical decision-making and providing necessary
technical support for executing the projects of the Company. In order to expand the boiler island business, the
Company introduced the talents in project management and design for the boiler island, who would take the key
role in the design and execution of the boiler island project.
VI. Employees
As of Dec. 31, 2012, there were 1792 in-service employees in the Company, and 1370 retirees for whom the
Company needs to undertake relevant expenses.
1. The composition of profession and education background of in-service employees is listed as follows:
48
2012 Annual Report of Wuhan Boiler Company Limited
Composition of profession
1200 1005
1000
800
600
241 295
400 196
200 22 33
0
Composition of education background
Junior middle school
and below, 263 University or above,
348
Senior high school
(including technical Junior college, 432
secondary school and
technical school), 749
2. Employee‘s remuneration policy
The Company‘s remuneration policy is in line with laws, regulations and relevant management systems of the
Company. Within the reasonable costs scope, it uses the overall remuneration system to attract, incent and retain
the qualified staffs. The overall remuneration system adjusts the salary structure basing on the market data to
ensure the external competitiveness, and enhances the internal fairness through the Company‘s internal level
salary matrix. The Company emphasizes the recognition on employee‘s contribution through the overall
(integrated) remuneration, which not only reflects through the basic salary but also will include the follows: bonus
and benefit programs in other respects, the employees‘ learning & development opportunities and rewards, etc..
The Company made rewards on performance, treated the key talents and outstanding employees differently, so as
to expect the employees to benefit from the Company‘s overall business performance and further ensure the
Company‘s internal solidarity.
49
2012 Annual Report of Wuhan Boiler Company Limited
3. Employee‘s training plan
The Company had complete training system, promulgated and implemented perfect training plan in the report
period, including the new employee‘s orientation training, know-how and skills training, special work training,
management training, Alstom technology transfer training, etc.. And the employees improve their knowledge,
skills and methods after the training, and thus improve their performance, so as to promote the business
development of the Company.
50
2012 Annual Report of Wuhan Boiler Company Limited
Section VIII Corporate Governance
I. Basic information of corporate governance
The Board of Directors of the Company continuously improved its corporate governance and standardized the
Company‘s operation strictly according to the requirements of the Company Law, the Securities Law and other
relevant laws and regulations. In the report period, by launching specific correction activities, the Company
improved many aspects of governance and internal control system, perfected its corporate governance and
normalized operation. The Board of Directors thinks that the actual situation of corporate governance of the
Company is in compliance with the requirements of Guiding Principle on Governing Listed Companies.
(1) About shareholders and Shareholders‘ Meeting:
The Company convenes and holds Shareholders‘ Meetings according to requirements of Opinions on
Standardization of Shareholders‘ Meeting of Listed Companies and Rules of Procedure for the Shareholders‘
Meeting of Listed Companies, the Company treats all shareholders equally, especially minority shareholders are
insured to be equally treated and they can fully exercise their lawful rights.
(2) About relationship between controlling shareholder and the Company:
The controlling shareholder complies with laws while exercising their rights as investors through the
Shareholders‘ Meeting and doesn‘t, directly and indirectly, intervene the Company‘s decision-making and
operation through other channels. The human resources, assets, finance, organizations and operations of the
Company are independent from the controlling shareholder. The Company and the controlling shareholder
maintain different financial accounts, and independently undertake commercial liabilities and market risks.
Related transactions between the Company and the controlling shareholder are reasonable and fair, and its
decision-making procedures comply with related regulations. The controlling shareholder doesn‘t occupy any
fund of the Company and the Company doesn‘t provide any guarantee to the controlling shareholder and its
subsidiaries.
(3) About directors and the Board of Directors:
The Company elects and engages directors strictly in accordance with procedure on director election, the
Company Law and Articles of Association of the Company, ensuring that the director election is public, just, fair
and independent. The Company ensures that the number and structure of directors is in compliance with
provisions stipulated in laws and regulations. The meetings of the Board of Directors are convened and held
according to the Rules of Procedure for the Board of Directors. Members of the Board of Directors perform and
fulfill their duties honestly, diligently and responsibly. The Board of Directors establishes special committees,
each of which performs its own duty and improves the efficiency of the Board of Directors.
(4) About supervisors and the Board of Supervisors:
The Company elects and engages supervisors strictly in accordance with procedure on supervisor election, the
Company Law and Articles of Association of the Company. The Company ensures that the number and structure
of supervisors is in compliance with provisions stipulated in laws and regulations. The Board of Supervisors
51
2012 Annual Report of Wuhan Boiler Company Limited
inspects and supervises the legitimacy of activities of the Company finance, directors, senior management and
other managers, safeguards the benefits and interests of shareholders.
(5) About information disclosure and its transparency:
Secretary of the Board of Directors is responsible for information disclosure and investor relationship
management, including reception of visits and consultations from investors. Securities Times and Hong Kong Ta
Kung Pao are designated by the Company as the newspapers for disclosing relevant information. According to
laws, regulations and requirements of the Management Rules on Information Disclosure of the Company, the
Company discloses the information authentically, accurately, timely and completely to ensure all shareholders
have equal opportunity to acquire information.
During the report period, in accordance with relevant stipulations of the Notice of CSRC on Further Implementing
Relevant Events of Cash Dividends Distribution for Listed Company (ZJF [2012] No. 37), the Company amended
the contents relevant to profit distribution policy in the Articles of Association, clearly defined the condition and
proportion for implementing cash dividends distribution, and perfected the decision-making mechanism on profit
distribution system of the Company. In accordance with relevant requirements and stipulations of the Notice on
Establishing Internal Control Standard System for Listed Company (EZJGS Zi [2012] No. 9) in 2012 issued by
Hubei CSRC on Mar. 6, 2012, the Company promulgated the Work Plan for Implementing of Internal Control
Standards of Wuhan Boiler Company Limited, which was reviewed and approved at the 8th Meeting of the 5th
Board of Directors of the Company.
Whether it exists any difference between the corporate governance and the Company Law and relevant rules of
CSRC or not?
□ Yes √ No
There is no difference between the corporate governance and the Company Law and relevant rules of CSRC.
Progress of corporate governance activities, promulgation and implementation of Registration System for Insiders
In 2010, reviewed and approved by the 19th Meeting of the 4th Board of Directors of the Company, the Company
established and implemented the Insider Dealing Code, which defines the scope, reporting procedures, registration
& record management and confidential management of inside information, as well as the accountability for 2011
Annual Report of the Company; standardizes the activities on investor relations, such as external reception and
online roadshow, etc.. Besides, the Company made strict management of insiders in accordance with the above
rules and relevant stipulations, and avoided the leak of inside information and the occurrence of insider dealings.
In accordance with the requirements of the Regulation on Establishing the Registration System for Insiders in
Listed Company issued by CSRC (CSRC Announcement [2011] No. 30) and the Notice on Strengthening Inside
Information Management and Improving the Registration System for Insiders issued by Hubei CSRC, and
integrated with the actual situation of the Company, the Board of Directors amended the Insider Dealing Code,
which was reviewed and approved by the 9th Meeting of the 5th Board of Directors. During the report period, the
Company strictly executed the Insider Dealing Code, and followed the system to truthfully and completely record
the name list of all insiders in the aspects of reporting, transfer, promulgation, review and disclosure before the
public disclosure of relevant inside information, and relevant materials have been submitted and recorded timely.
During the report period, the Company and relevant personnel didn‘t receive any monitoring and inspection
measures from the regulatory authorities or administrative punishment due to the execution of Insider Dealing
Code or the involvement of inside trading.
52
2012 Annual Report of Wuhan Boiler Company Limited
II. Particulars about annual shareholders’ meeting and extraordinary shareholders’ meeting held during
the report period
1. Particulars about annual shareholders’ meeting held during the report period
Convening
Session Proposal Resolution Disclosure date Disclosure index
date
2011 Annual Report and its Summary
Report, 2011 Working Report of the
Board of Directors, 2011 Working
Announcement on
Report of the Board of Supervisors,
Resolutions of 2011
2011 Financial Auditing Report,
Annual
Proposal for 2011 Profit Distribution,
Shareholders‘
Proposal for Annual Remuneration of
Meeting of Wuhan
WBC Board Directors, Supervisors All the proposals
Boiler Company
2011 Annual and Senior Management, Proposal for were approved at
Limited
Shareholders‘ Jun. 5, 2012 Re-engaging Zhonghuan Haihua the meeting and Jun. 6, 2012
(Announcement No.:
Meeting Certified Public Accountants Co., Ltd. executed
2012-020) was
as Accounting Firm for 2012 and its effectively.
published on
Remuneration, Proposal for Daily
Securities Times , Ta
Execution of 2011 Related
Kung Pao and
Transactions and Estimation of 2012
http://www.cninfo.c
Related Transactions, Proposal for
om.cn
Nomination of Supplementary
Candidate Director and Candidate
Independent Director.
2. Particulars about extraordinary shareholders’ meeting held during the report period
Convening
Session Proposal Resolution Disclosure date Disclosure index
date
Debt-to-equity Swap Plan The proposals not approved at Announcement on
of Wuhan Boiler Company the meeting were as follows: Resolutions of the
Limited; For a smooth Debt-to-equity Swap Plan of First Extraordinary
implementation of the Wuhan Boiler Company Shareholders‘
Debt-to-equity Swap, in Limited; For a smooth Meeting 2012 of
The First
case of and according to implementation of the Wuhan Boiler
Extraordinary Nov. 23,
General Meeting approval, Debt-to-equity Swap, in case Nov. 24, 2012 Company Limited
Shareholders‘ 2012
and within the limits of and according to General (Announcement No.:
Meeting 2012
allowed by laws and Meeting approval, and within 2012-039) was
regulations, to deliberate the limits allowed by laws published on
that the Board is fully and regulations, to deliberate Securities Times, Ta
delegated to execute the that the Board is fully Kung Pao and
Debt-to-equity Swap Plan, delegated to execute the http://www.cninfo.co
53
2012 Annual Report of Wuhan Boiler Company Limited
with the authority to Debt-to-equity Swap Plan, m.cn
delegate to designated with the authority to delegate
management personnel, to designated management
including signing and personnel, including signing
implementing necessary and implementing necessary
documents; Amendment of documents.
the AoA; Proposal for The proposals approved at the
Nomination of meeting were as follows:
Supplementary Candidate Amendment of the AoA;
Supervisor Proposal for Nomination of
Supplementary Candidate
Supervisor.
These two approved
proposals were executed
effectively.
The proposals not approved at
Debt-to-equity Swap Plan the meeting were as follows:
of Wuhan Boiler Company Debt-to-equity Swap Plan of
Limited; For a smooth Wuhan Boiler Company
implementation of the Limited; For a smooth Announcement on
Debt-to-equity Swap, in implementation of the Resolutions of the
case of and according to Debt-to-equity Swap, in case Second Extraordinary
General Meeting approval, of and according to General Shareholders‘
and within the limits Meeting approval, and within Meeting 2012 of
The Second allowed by laws and the limits allowed by laws Wuhan Boiler
Extraordinary regulations, to deliberate and regulations, to deliberate Company Limited
Dec. 17, 2012 Dec. 18, 2012
Shareholders‘ that the Board is fully that the Board is fully (Announcement No.:
Meeting 2012 delegated to execute the delegated to execute the 2012-052) was
Debt-to-equity Swap Plan, Debt-to-equity Swap Plan, published on
with the authority to with the authority to delegate Securities Times , Ta
delegate to designated to designated management Kung Pao and
management personnel, personnel, including signing http://www.cninfo.co
including signing and and implementing necessary m.cn
implementing necessary documents.
documents; Amendment of The proposal approved at the
the AoA meeting was: Amendment of
the AoA.
54
2012 Annual Report of Wuhan Boiler Company Limited
III. Performance of the Independent Directors during the Report Period
1. Particulars about the independent directors attending the Board Meetings and the Shareholders’
Meetings
Particulars about the independent directors attending the Board Meeting
Failing to present
Presence by in person for two
Name of independent Due presence Presence in Entrusted
circulation Absence (times) consecutive
directors (times) person (times) presence (times)
(times) Board Meetings
or not
Yang Xiongsheng 8 8 0 0 0 No
Shen Weixing 8 8 0 0 0 No
Tang Guoping 5 5 0 0 0 No
AndréCHIENG 3 3 0 0 0 No
Presence of independent directors in
3
shareholders‘ meeting (times)
Explanation on failing to present in person for two consecutive Board Meetings
Naught
2. Particulars about objections proposed by independent directors on relevant events
Whether independent directors propose objection on relevant events or not?
□ Yes √ No
The independent directors didn‘t propose objection on relevant events during the report period.
3. Other explanation on performance of independent directors
Whether the advices of independent directors for the Company were adopted or not?
√ Yes □ No
Explanation on the advices of independent directors for the Company being adopted or not adopted
During the report period, three independent directors of the Company all worked no less than 15 working days,
and attended the Shareholders‘ Meetings, the Board Meetings and meetings of Special Committees on time, and
they issued their independent opinion on the operation situation and risk management & control of the Company.
In 2012, three independent directors issued their independent opinion on relevant proposals reviewed and
approved by the Board of Directors according to relevant stipulations and requirements, and their advices
proposed at meetings and after meetings were all adopted or replied by the Company.
IV. Performance of the Special Committees under the Board of Directors during the report period
I. Performance of the Audit Committee of the Board of Directors
(1) The review opinion on the financial statements prepared by the Company before audited by Zhonghuan
Haihua Certified Public Accountants Co., Ltd.
Board of Directors of the Company,
55
2012 Annual Report of Wuhan Boiler Company Limited
We have reviewed the financial statements submitted by the Finance Department of the Company, which include
the balance sheet as at Dec. 31, 2012, the income statement, the cash flow statement, the statement of changes in
owners‘ equity for the year then ended, as well as the notes to the financial statements. We focused on the
factuality and completeness of the financial information provided according to the New Accounting Standards for
Business Enterprises and the related financial rules of the Company. Based on our inquiry with relevant financial
personnel and management about the Company‘s computational procedures of financial information, we believe
that: all the transactions of the Company were fully recorded and the related materials were complete; the
accounting policies and accounting estimates adopted were suitable and reasonable. Since there is still a time gap
from this preliminary review to the issuance of the first draft of the auditor‘s report, we hereby remind the Finance
Department of the Company to strictly follow the New Accounting Standards for Business Enterprises when
handling events after balance sheet date to ensure the fairness, factuality and completeness of the Financial
Statements.
Audit Committee of the Board of Directors
Jan. 16, 2013
(2) The review opinion on the financial statements of the Company after the preliminary audit opinion was issued
by Zhonghuan Haihua Certified Public Accountants Co., Ltd.
Board of Directors of the Company,
We have reviewed the preliminary audit opinion issued by Zhonghuan Haihua Certified Public Accountants Co.,
Ltd. and the financial statements submitted by the Company, which include the balance sheet as at Dec. 31, 2012,
the income statement, the cash flow statement, the statement of changes in owners‘ equity for the year then ended,
as well as the notes to the financial statements. Through a further review on accounts records and vouchers, we
maintain our original statement that: in our opinion, the financial statements comply with the New Accounting
Standards for Business Enterprises and the related financial rules of the Company, presenting fairly the financial
position of the Company as at Dec. 31, 2012, as well as the operating results and its cash flows for the year then
ended.
Audit Committee of the Board of Directors
Apr. 10, 2013
(3) The summary report of the audit work performed by Zhonghuan Haihua Certified Public Accountants Co.,
Ltd.
Board of Directors of the Company,
In accordance with the audit plan of the Company, 8 auditors from Zhonghuan Haihua Certified Public
Accountants Co., Ltd. performed the audit of the 2012 financial statements. The pre-audit communication
commenced on December 17, 2012 and the formal audit on January 21, 2013. The leader of the audit team
conducted effective communication with the Company‘s relevant financial personnel, management personnel and
members of the Audit Committee on the subject of consolidation of the Company‘s financial statements and
application of the New Accounting Standards for Business Enterprises. Such in-depth communication provided all
relevant parties with an adequate understanding of the operation status and financial processes of the Company, as
well as the application of the New Accounting Standards for Business Enterprises, which also provided a
foundation for Zhonghuan Haihua Certified Public Accountants Co., Ltd. to draw a fair audit conclusion.
During the audit, the Audit Committee focused on the following questions when communicating with the auditors:
1. Whether all the transactions were recorded and reported fully, truly and completely;
56
2012 Annual Report of Wuhan Boiler Company Limited
2. Whether the financial report was produced in accordance with the New Accounting Standards for Business
Enterprises and the requirements of the securities regulatory authorities;
3. Whether the internal accounting control system of the Company was a sound one;
4. Whether all departments of the Company fully cooperated with the auditors in providing the information
required.
The auditors of Zhonghuan Haihua Certified Public Accountants Co., Ltd. gave positive replies concerning the
aforesaid questions and issued a standard unqualified auditor‘s report on Apr. 23, 2013. We hold the opinion that:
with the excellent professional skills and reasonable personnel allocation, the auditors performing the 2012 annual
auditing concluded their work in strict compliance with the Independent Auditing Criteria for Chinese Registered
Accountants; the auditor‘s report issued presented a true and fair reflection of the Company‘s financial position as
at Dec. 31, 2012, operating results and cash flows position for the year then ended, and the audit conclusion was
in compliance with the Company‘s actual situation.
Audit Committee of the Board of Directors
Apr. 23, 2013
(4) Resolution of the Audit Committee on continuing to engage Zhonghuan Haihua Certified Public Accountants
Co., Ltd. as auditor for the year 2013
Zhonghuan Haihua Certified Public Accountants Co., Ltd. had been serving as the Company‘s annual auditor
since the year 1998. And it performed competently and diligently during the 2012 annual auditing. Therefore, the
Audit Committee hereby proposes to renew the engagement of Zhonghuan Haihua Certified Public Accountants
Co., Ltd. as the annual auditor for the year 2013, with an auditing fee of RMB 750,000.
The above resolution shall be submitted to the Board of Directors of the Company for examination and 2012
Annual Shareholders‘ Meeting for examination and approval.
Audit Committee of the Board of Directors
Apr. 23, 2013
II. Duty performance of the Remuneration and Appraisal Committee of the Board of Directors
The Remuneration and Appraisal Committee has reviewed the remuneration of directors, supervisors and senior
management disclosed in 2012 Annual Report of the Company, and hereby expresses our opinion as follows:
In our opinion, the current Compensation and Benefit system applied in the Company was set up according to the
stipulated decision-making process. The actual distribution of remunerations for directors, supervisors and senior
management and the corresponding amount disclosed in 2012 Annual Report are factual and accurate.
Remuneration and Appraisal Committee of the Board of Directors
Apr. 23, 2013
V. Performance of the Board of Supervisors
Whether the Board of Supervisors finds the Company existing risks or not in the supervisory activities during the
report period?
□ Yes √ No
The Board of Supervisors has no objection on the supervised events during the report period
57
2012 Annual Report of Wuhan Boiler Company Limited
VI. Particulars about the Company’s Independence from the controlling shareholder in respect of
operation, personnel, assets, organization and finance
The Company is independent in personnel, assets, finance, organization and operations from its controlling
shareholder, ALSTOM (China) Investment Co., Ltd., and independently responsible for commercial liabilities and
market risks.
In Personnel, the Company establishes independent labor, personnel and salaries management systems. No senior
management possesses any position in the controlling shareholder entities.
In assets, the relationship regarding assets ownership between the Company and the controlling shareholder have
been clearly defined, and the controlling shareholder does not in possession of any assets, capital or other
resources of the Company.
In finance, the Company has its own independent financial accounting department with perfect accounting system
and financial management system. Decisions in finance are made according to the stringent requirements of
accounting system for listed companies, and the similar requirements have been applied to subsidiaries of the
Company. The Company has its own independent bank account and its taxations are paid independently in
compliance with legal requirements.
In organization structure, the Company already established independent, integrated and effective operation system
and responsibility of all organizations is clear. The establishment and operation of corporate governance of the
Company was already implemented strictly in accordance with Articles of Association of the Company, which
introduced Independent Director System and established four special committees under the Board. The production,
operation and administration of the Company are completely independent from the controlling shareholder. The
Company already established organization structure suitable for requirement of self-development.
In operation, the Company has independent and integrated business and has capability to self-operate, independent
purchase, sales, and production systems. The purchase, production and sales of raw materials and products are all
conducted through the independent system of the Company. There is no horizontal competition between the
Company and the controlling shareholder in domestic market.
VII. Particulars on horizontal competition
The business scope of Alstom (China) Investment Co., Ltd. (the controlling shareholder of the Company) is:
lawfully investing in fields in which foreign investment is permitted by the State; import, export, procurement (as
an agent) and sale (as an agent) of equipments; providing relevant services including training, human resources
management, consultancy, technology, storage, operating lease and etc.; participating in overseas projects from
Chinese enterprises entitled to execute overseas projects.
After Alstom China‘s acquisition in 2007, the Company‘s business and sales are still based in China market. As
the only boiler manufacture base of Alstom in China, Alstom committed that all boiler product sales in Chinese
market will be manufactured and provided by the Company. Meantime, according to Alstom‘s strategy, Alstom
and its subsidiaries shall not export boilers to China to compete with the Company.
Therefore, other Alstom boiler manufacturers will not bid for same projects with the Company. There is no
horizontal competition between the Company and its controlling shareholder as well as the actual controller in
China. The Company‘s related party transactions were in line with the fair and just market principles, and relevant
agreements on related party transactions were signed and executed according to the agreement prices.
58
2012 Annual Report of Wuhan Boiler Company Limited
VIII. Performance appraisal and incentive mechanism for senior management
Appraisal and incentive mechanism for senior management of the Company made by the Board of Directors is
based on the achievement of annual business target. In accordance with annual business target, the Company pays
annual salary to senior management in line with individual performance review and other appraisal indexes such
as operation performance, safety production, diligent and honest administration.
59
2012 Annual Report of Wuhan Boiler Company Limited
Section IX Internal Control
I. Construction of internal control of the Company
During the report period, in order to implement the Basic Rules for Enterprise Internal Control and relevant
supporting guidelines issued by the five ministries including Ministry of Finance, CSRC, and in accordance with
relevant requirements and stipulations of the Notice on Establishing Internal Control Standard System for Listed
Company (EZJGS Zi [2012] No. 9) in 2012 issued by Hubei CSRC on Mar. 6, 2012, the Company promulgated
the Work Plan for Implementing of Internal Control Standards of Wuhan Boiler Company Limited (hereinafter
referred to as ―Internal Control Plan‖), which was reviewed and approved at the 8th Meeting of the 5th Board of
Directors of the Company. In order to effectively promote the construction on internal control system, the
Company established the internal control implementation project team with the Chairman of the Board as the first
principal, which was responsible for deciding the promoting strategy and implementation scope for internal
control work, making important decision, coordinating work and reviewing the work results, promoting and
executing detailed work as well as summarizing the work results, etc.. Meanwhile, the Company planned to,
according to the actual situation, engage the external consulting institution or CPA firm at a suitable time to help
the Company identify the weaknesses and defects of internal control, and specify relevant advices for
improvement, so as to make the Company‘s internal control construction in line with the requirements of the
Basic Rules for Enterprise Internal Control. During the report period, the Company had completed the work plan
on internal control construction according to the original Internal Control Plan.
II. Statement from the Board of Directors to the responsibility of internal control
The Board of Directors and all directors assured that there are no misstatements, misleading statements or material
omissions in the report, and will take individual and/or joint and several liabilities for the authenticity, accuracy
and completeness of this report. It is the responsibility of the Board of Directors to establish complete internal
control and conduct efficient implementation; the Board of Supervisors supervises the establishment and
implementation of internal control by the Board of Directors; and the Senior Management is responsible for
organizing and leading the routine operation of internal control for the Company, so as to reasonably guarantee
the legality & compliance of operation management, authenticity and completeness of the financial report and
relevant information for the Company and safety of assets, improve the operating efficiency, promote to realize
the goal of operation and internal control, and establish and perfect the internal control standards, as well as
implement relevant control measures. And it can only provide reasonable guarantee for realizing the above goals
due to the internal control has its inherent limitation.
III. Basis on establishing the internal control for financial report
In order to standardize the management for the financial report of the Company, in accordance with the
Accounting Law, Enterprise Accounting Standards, Basic Rules for Enterprise Internal Control and the supporting
guidelines as well as other laws, rules and regulations, the Company established a series of finance management
system and corresponding management rules, clearly defining the promulgation of financial report, related party
60
2012 Annual Report of Wuhan Boiler Company Limited
transactions, the responsibility and authority of departments and positions, so as to ensure the legality, compliance,
authenticity and completeness of the financial report.
IV. Internal control self-appraisal report
Particulars about significant defects of internal control found during the report period in the internal control
self-appraisal report
No significant defects were found during the report period.
Disclosure date of the Internal
Apr. 27, 2013
Control Self-appraisal Report
Disclosure index of the
For details about 2012 Internal Control Self-appraisal Report, please refer to
Internal Control Self-appraisal
http://www.cninfo.com.cn
Report
V. Audit report on internal control
□Applicable √Not applicable
Whether the CPA firm issues a non-standard audit report for internal control?
□Yes √No
Is there any difference between the internal control audit report issued by the CPA firm and the internal control
self-appraisal made by the Board of Directors?
□Applicable √Not applicable
VI. Establishment and execution of rules of accountability for material mistakes in annual report
information disclosure
No material mistakes in the annual report of the Company were found during the report period.
61
2012 Annual Report of Wuhan Boiler Company Limited
Section X Financial Report
I. Auditor’s Report
Type of audit opinion Standard Unqualified Audit Opinion
Date for signing the auditor‘s report Apr. 23, 2013
Name of audit firm Zhonghuan Haihua Certified Public Accountants Co., Ltd.
Document No. of the auditor‘s report ZHSZ (2013) No. 010509
Text of the Auditor‘s Report
TO THE SHAREHOLDERS OF WUHAN BOILER CO., LTD.
We have audited the accompanying financial statements of Wuhan Boiler Co., Ltd (the Company‘), which
comprise the consolidated balance sheet as at December 31 2012, the consolidated income statement, the
consolidated cash flow statement, and the consolidated statement of change in equity, for the year then ended, and
a summary of significant accounting policies and other explanatory notes.
Management's responsibility for the financial statements
Preparation and fair presentation of financial statements are the responsibility of the Company‘s management.
This responsibility includes: designing, implementing and maintaining internal controls relevant to the preparation
of these financial statements to prevent these financial statements from material misstatement arising from fraud
or error; selecting and applying proper accounting policies; and making reasonable accounting estimates.
Auditor's responsibility
Our responsibility is to express an opinion on these financial statements based on our audits. We conducted our
audit in accordance with Auditing Standards for CICPA. Those Standards require that we comply with relevant
ethical requirements, plan and perform the audit to obtain reasonable assurance about whether the financial
statements are free from material misstatement.
An audit involves performing audit procedures, so as to obtain audit evidence supporting the amounts and
disclosures in the financial statements. The procedures selected depend on the auditors‘ judgments, including the
assessment of risks of material misstatement of these financial statements whether due to fraud or error. In making
those risk assessment, we consider internal controls relevant to the company‘s preparation and fair presentation of
these financial statements in order to design appropriate audit procedures that are appropriate in the circumstances,
but not for the purpose of expressing an opinion on the effectiveness of the company‘s internal controls. An audit
also includes assessing the reasonability of accounting principles used and significant estimates made by the
management, as well as evaluating the overall financial statements presentation.
We believe that the audit evidences we have obtained are sufficient and effective, providing a reasonable basis for
our opinion.
Opinion
In our opinion, the financial statements comply with Chinese Accounting Standard (2006), and present fairly in all
material respects the financial position of the Company as of December 31, 2012 and the results of its operations
and its cash flows for the year then ended.
Zhonghuan Haihua Certified Public Accountants Co., Ltd. CICPA: Wang Mingcui
CICPA: Li Yanbin
Wuhan, China April 23, 2013
62
2012 Annual Report of Wuhan Boiler Company Limited
II. Financial statements
Monetary unit of notes to financial statements: RMB Yuan
1. Consolidated balance sheet
Prepared by Wuhan Boiler Company Limited
Unit: RMB Yuan
Balance as at Dec 31, Balance as at Dec. 31,
Item
2012 2011
Current assets:
Monetary funds 133,682,569.38 22,999,242.02
Deposit reservation for balance
Outgoing call loans
Trading financial assets 0.00 0.00
Notes receivable 16,778,857.08 30,800,000.00
Accounts receivable 231,207,704.44 371,210,285.79
Prepayment 117,776,137.51 39,005,432.77
Insurance receivables
Reinsurance receivables
Provision of reinsurance contract reserve receivable
Interest receivable
Dividend receivable
Other receivables 90,356,030.52 103,236,840.39
Financial assets purchased under agreement to resell
Inventories 143,098,165.73 240,116,922.49
Non-current assets due within 1-year
Other current assets
Total current assets 732,899,464.66 807,368,723.46
Non-current assets：
Loan and payment on other‘s behalf disbursed
Available-for-sale financial assets
Investment held to maturity
Long-term receivables
Long-term equity investment
Investment property
Fixed assets 741,586,739.40 766,802,430.73
Construction in progress 1,562,224.98 2,398,543.47
Engineering materials
Disposal of fixed assets
Production biological assets
Oil-gas assets
Intangible assets 79,968,814.31 85,835,314.34
R&D expenses
63
2012 Annual Report of Wuhan Boiler Company Limited
Goodwill
Long-term deferred expenses
Deferred income tax assets 57,549,250.74 80,882,420.54
Other non-current assets 9,810,557.57 5,790,508.71
Total non-current assets 890,477,587.00 941,709,217.79
Total assets 1,623,377,051.66 1,749,077,941.25
Current liabilities:
Short-term loans 1,705,000,000.00 1,563,000,000.00
Loans from central bank
Deposits received and held for others
Call loans received
Held-for-trading financial liabilities 0.00 0.00
Notes payable 42,532,000.00 45,548,201.49
Accounts payable 285,438,535.15 309,278,906.64
Advance from customers 796,939,508.66 912,493,449.25
Financial assets sold under agreements to repurchase
Fees and commissions payable
Payroll payable 53,438,610.86 57,680,171.01
Taxes payable -94,610,129.10 -108,883,733.20
Interest payable 2,442,575.34 2,016,270.00
dividend payable 562,000.00 562,000.00
Other payables 60,502,521.10 97,831,275.42
Amount due to reinsurance
Insurance contract provision
Entrusted trading of securities
Amount payable under security underwriting
Non-current liabilities due within 1-year
Other current liabilities
Total current liabilities: 2,852,245,622.01 2,879,526,540.61
Non-current liabilities:
Long-term loans
Bonds payable
Long-term payables
Specific payables
Provision for liabilities
Deferred income tax liabilities
Other non-current liabilities 12,640,416.40 16,132,004.95
Total non-current liabilities : 12,640,416.40 16,132,004.95
Total liabilities 2,864,886,038.41 2,895,658,545.56
Owners‘ equity (or shareholders‘ equity)
Paid-in capital (or share capital) 297,000,000.00 297,000,000.00
Capital reserve 174,659,407.46 174,659,407.46
Less：Treasury Stock
64
2012 Annual Report of Wuhan Boiler Company Limited
Specific reserve
Surplus reserve 39,418,356.83 39,418,356.83
General risk provision
Retained earnings -1,754,297,302.26 -1,659,956,146.16
Foreign exchange difference
Total owners‘ equity attributable to the Company -1,243,219,537.97 -1,148,878,381.87
Minority interests 1,710,551.22 2,297,777.56
Total owners‘ (or shareholders‘) equity -1,241,508,986.75 -1,146,580,604.31
Total liabilities & owners‘ (or shareholders‘) equity 1,623,377,051.66 1,749,077,941.25
Legal representative: YEUNG Kwok Wei Richard
Person-in-charge of the accounting work: CHIN Wee Hua
Chief of the accounting division: LI Yihao
2. Balance sheet of the Company
Prepared by Wuhan Boiler Company Limited
Unit: RMB Yuan
Item Balance as at Dec 31, 2012 Balance as at Dec. 31, 2011
Current assets:
Monetary funds 132,147,573.37 21,560,606.33
Trading financial assets
Notes receivable 16,778,857.08 30,800,000.00
Accounts receivable 229,913,768.78 369,042,511.88
Prepayment 117,776,137.51 39,005,432.77
Interest receivable
Dividend receivable
Other receivables 90,643,677.76 103,457,164.68
Inventories 143,098,165.73 240,116,922.49
Non-current assets due within 1-year
Other current assets
Total current assets 730,358,180.23 803,982,638.15
Non-current assets：
Available-for-sale financial assets
Investment held to maturity
Long-term receivables
Long-term equity investment 24,984,500.00 39,234,287.13
Investment property
Fixed assets 741,743,716.39 766,959,407.72
Construction in progress 1,562,224.98 2,398,543.47
Engineering materials
65
2012 Annual Report of Wuhan Boiler Company Limited
Disposal of fixed assets
Production biological assets
Oil-gas assets
Intangible assets 79,968,814.31 85,835,314.34
R&D expenses
Goodwill
Long-term deferred expenses
Deferred income tax assets 57,549,250.74 80,882,420.54
Other non-current assets 9,810,557.57 5,790,508.71
Total non-current assets 915,619,063.99 981,100,481.91
Total assets 1,645,977,244.22 1,785,083,120.06
Current liabilities:
Short-term loans 1,705,000,000.00 1,563,000,000.00
Trading financial liabilities
Notes payable 42,532,000.00 45,548,201.49
Accounts payable 285,874,535.15 314,236,789.08
Advance from customers 796,939,508.66 912,493,449.25
Payroll payable 53,269,014.88 57,479,531.47
Taxes payable -94,610,129.10 -108,883,733.20
Interest payable 2,442,575.34 2,016,270.00
dividend payable
Other payables 97,502,473.86 135,779,767.30
Non-current liabilities due within 1-year
Other current liabilities
Total current liabilities: 2,888,949,978.79 2,921,670,275.39
Non-current liabilities:
Long-term loans
Bonds payable
Long-term payables
Specific payables
Provision for liabilities
Deferred income tax liabilities
Other non-current liabilities 12,640,416.40 16,132,004.95
Total non-current liabilities : 12,640,416.40 16,132,004.95
Total liabilities 2,901,590,395.19 2,937,802,280.34
Owners‘ equity (or shareholders‘ equity)
Paid-in capital (or share capital) 297,000,000.00 297,000,000.00
Capital reserve 174,854,304.12 174,854,304.12
Less：Treasury Stock
Specific reserve
Surplus reserve 39,418,356.83 39,418,356.83
Retained earnings
Foreign exchange difference -1,766,885,811.92 -1,663,991,821.23
66
2012 Annual Report of Wuhan Boiler Company Limited
Total owners‘ (or shareholders‘) equity
Total liabilities & owners‘ (or shareholders‘) equity -1,255,613,150.97 -1,152,719,160.28
Current assets: 1,645,977,244.22 1,785,083,120.06
Legal representative: YEUNG Kwok Wei Richard
Person-in-charge of the accounting work: CHIN Wee Hua
Chief of the accounting division: LI Yihao
3. Consolidated income statement
Prepared by Wuhan Boiler Company Limited
Unit: RMB Yuan
Item Jan.-Dec. 2012 Jan.-Dec. 2011
I. Total sales 768,602,352.97 518,177,439.70
Including: Sales 768,602,352.97 518,177,439.70
Interest income
Premium income
Handling charges and commission income
II. Total cost of sales 844,573,250.97 793,790,275.44
Including: Cost of sales 711,000,824.88 540,488,213.48
Interest expenses
Service charge and commission income
Cash surrender value
Claim expenses-net
Provision for insurance contract reserves-net
Insurance policy dividend paid
Reinsurance expense
Business taxes and surcharges 2,327.80 136,187.73
Distribution expenses 10,133,514.15 11,264,512.75
Administrative expenses 37,329,564.50 28,322,676.90
Financial costs 95,286,825.34 80,696,817.66
Impairment loss -9,179,805.70 132,881,866.92
Add: gain/(loss) from change in fair value (―-‖ means loss) 2,356,173.93 -7,075,835.00
Gain/(loss) from investment (―-‖ means loss)
Including: income from investment on associates and joint
ventures
Foreign exchange difference (―-‖ means loss)
III. Business profit (―-‖ means loss) -73,614,724.07 -282,688,670.74
Add: non-business income 2,032,117.39 641,514.50
Less: non-business expense 12,605.96 50,666.35
Including: loss from non-current asset disposal 4,605.96 50,666.35
67
2012 Annual Report of Wuhan Boiler Company Limited
IV. Total profit (―-‖ means loss) -71,595,212.64 -282,097,822.59
Less: income tax expense 23,333,169.80 -18,560,742.70
V. Net profit (―-‖ means loss) -94,928,382.44 -263,537,079.89
Including: net profit achieved by the merged parties before
business mergers
Attributable to owners of the Company -94,341,156.10 -263,452,709.03
Minority interest income -587,226.34 -84,370.86
VI. Earnings per share -- --
(I) Basic earnings per share -0.32 -0.89
(II) Diluted earnings per share -0.32 -0.89
VII. Other comprehensive income
VIII. Total comprehensive income -94,928,382.44 -263,537,079.89
Attributable to owners of the Company -94,341,156.10 -263,452,709.03
Attributable to minority shareholders -587,226.34 -84,370.86
Where business mergers under the same control occurred in this report period, the net profit achieved by the
merged parties before the business mergers was RMB 0.00
Legal representative: YEUNG Kwok Wei Richard
Person-in-charge of the accounting work: CHIN Wee Hua
Chief of the accounting division: LI Yihao
4. Income statement of the Company
Prepared by Wuhan Boiler Company Limited
Unit: RMB Yuan
Item Jan.-Dec. 2012 Jan.-Dec. 2011
I. Total sales 768,602,352.97 518,177,439.70
Less: cost of sales 711,000,824.88 540,488,213.48
Business taxes and surcharges 2,327.80 136,187.73
Distribution expenses 10,133,514.15 11,264,512.75
Administrative expenses 37,300,811.76 28,304,151.56
Financial costs 95,293,185.66 80,715,188.85
Impairment loss -9,554,385.60 132,500,386.88
Add: gain/(loss) from change in fair value (―-‖ means loss) 2,356,173.93 -7,075,835.00
Gain/(loss) from investment (―-‖ means loss) -14,249,787.13
Including: income from investment on associates and joint
ventures
II. Business profit (―-‖ means loss) -87,467,538.88 -282,307,036.55
Add: non-business income 7,911,323.95 641,514.50
Less: non-business expense 4,605.96 50,666.35
Including: loss from non-current asset disposal 4,605.96 50,666.35
68
2012 Annual Report of Wuhan Boiler Company Limited
III. Total profit (―-‖ means loss) -79,560,820.89 -281,716,188.40
Less: income tax expense 23,333,169.80 -18,560,742.70
IV. Net profit (―-‖ means loss) -102,893,990.69 -263,155,445.70
V. Earnings per share -- --
(I) Basic earnings per share -0.35 -0.89
(II) Diluted earnings per share -0.35 -0.89
VI. Other comprehensive income
VII. Total comprehensive income -102,893,990.69 -263,155,445.70
Legal representative: YEUNG Kwok Wei Richard
Person-in-charge of the accounting work: CHIN Wee Hua
Chief of the accounting division: LI Yihao
5. Consolidated cash flow statement
Prepared by Wuhan Boiler Company Limited
Unit: RMB Yuan
Item Jan.-Dec. 2012 Jan.-Dec. 2011
1. Cash flows from operating activities
Cash received from sales of goods or rending of services 940,865,347.60 372,769,310.22
Net increase of deposits received and held for others
Net increase of loans from central bank
Net increase of inter-bank loans from other financial
institutions
Cash received against original insurance contracts
Cash received from reinsurance
Net increase of client deposit and investment
Net increase of disposal of held-for-trading financial assets
Cash received as interest, fees and commissions
Net increase of inter-bank fund received
Net increase of cash received under repurchasing
Tax returned 29,758,508.09
Other cash received from operating activities 37,884.15
Sub-total of cash inflow from operating activities 970,623,855.69 372,807,194.37
Cash paid for goods and services 681,375,346.53 492,147,345.35
Net increase of loans and advances
Net increase of deposit in central bank, banks and other
financial institutions
Cash paid for original contract claim
Cash paid for interest, fees and commissions
Cash paid for policy dividend
69
2012 Annual Report of Wuhan Boiler Company Limited
Cash paid to and for employees 166,253,988.19 155,067,205.34
Cash paid for all types of taxes 9,775,149.13 7,234,070.12
Other cash paid relating to operating activities 29,535,514.68 29,112,239.00
Sub-total of cash outflows from operating activities 886,939,998.53 683,560,859.81
Net cash flows from operating activities 83,683,857.16 -310,753,665.44
2. Cash flows from investing activities
Cash received from retraction of investment
Cash received from investment income
Net cash received from disposal of fixed assets, intangible
9,401.71 33,660.00
assets and other long-term assets
Net cash received from disposal of subsidiaries and other
operating units
Other cash received relating to investing activities 162,529.26 1,900,334.54
Sub-total of cash inflows of investing activities 171,930.97 1,933,994.54
Cash paid for acquisition of fixed assets, intangible assets and
21,131,303.38 13,569,997.73
other long-term assets
Cash paid for acquisition of investments
Net increase of pledge loans
Net cash paid for acquisition of subsidiaries and other
operating units
Other cash paid relating to investing activities 416,905.07 779,563.36
Sub-total of cash outflows of investing activities 21,548,208.45 14,349,561.09
Net cash flow from investing activities -21,376,277.48 -12,415,566.55
3. Cash flows from financing activities
Cash received from investment
Including: cash received from minority shareholders of
subsidiaries
Cash received from borrowings 959,000,000.00 751,000,000.00
Cash received from bonds issuing
Other cash received relating to financing activities
Sub-total of cash inflows of financing activities 959,000,000.00 751,000,000.00
Cash paid for repayment of borrowings 817,000,000.00 340,000,000.00
Cash paid for dividends, profit distribution or interest 91,036,195.50 76,026,715.38
Including: dividends or profits paid to minority shareholders
by subsidiaries
Other cash paid relating to financing activities
Sub-total of cash outflows of financing activities 908,036,195.50 416,026,715.38
Net cash flow from financing activities 50,963,804.50 334,973,284.62
4. Effect of foreign exchange rate changes on cash and cash
-2,588,361.86 -1,907,297.65
equivalents
5. Net increase in cash and cash equivalents 110,683,022.32 9,896,754.98
Add: cash and cash equivalents at the beginning of this period 20,388,030.03 10,491,275.05
6. Cash and cash equivalents at the end of this period 131,071,052.35 20,388,030.03
70
2012 Annual Report of Wuhan Boiler Company Limited
Legal representative: YEUNG Kwok Wei Richard
Person-in-charge of the accounting work: CHIN Wee Hua
Chief of the accounting division: LI Yihao
6. Cash flows statement of the Company
Prepared by Wuhan Boiler Company Limited
Unit: RMB Yuan
Item Jan.-Dec. 2012 Jan.-Dec. 2011
1. Cash flows from operating activities
Cash received from sales of goods or rending of services 940,775,347.60 372,222,650.48
Tax returned 29,758,508.09
Other cash received from operating activities 461,102.82
Sub-total of cash inflow from operating activities 970,533,855.69 372,683,753.30
Cash paid for goods and services 681,375,346.53 492,146,492.55
Cash paid to and for employees 166,253,988.19 155,067,205.34
Cash paid for all types of taxes 9,775,149.13 7,234,070.12
Other cash paid relating to operating activities 29,535,514.68 29,745,544.72
Sub-total of cash outflows from operating activities 886,939,998.53 684,193,312.73
Net cash flows from operating activities 83,593,857.16 -311,509,559.43
2. Cash flows from investing activities
Cash received from retraction of investment
Cash received from investment income
Net cash received from disposal of fixed assets, intangible
9,401.71 33,660.00
assets and other long-term assets
Net cash received from disposal of subsidiaries and other
operating units
Other cash received relating to investing activities 155,848.94 1,881,373.35
Sub-total of cash inflows of investing activities 165,250.65 1,915,033.35
Cash paid for acquisition of fixed assets, intangible assets and
21,131,303.38 13,569,997.73
other long-term assets
Cash paid for acquisition of investments
Net cash paid for acquisition of subsidiaries and other
operating units
Other cash paid relating to investing activities 416,585.07 779,213.36
Sub-total of cash outflows of investing activities 21,547,888.45 14,349,211.09
Net cash flow from investing activities -21,382,637.80 -12,434,177.74
3. Cash flows from financing activities
Cash received from investment
Cash received from borrowings 959,000,000.00 751,000,000.00
Other cash received relating to financing activities
Sub-total of cash inflows of financing activities
71
2012 Annual Report of Wuhan Boiler Company Limited
Cash paid for repayment of borrowings 959,000,000.00 751,000,000.00
Cash paid for dividends, profit distribution or interest 817,000,000.00 340,000,000.00
Other cash paid relating to financing activities 91,036,195.50 76,026,715.38
Sub-total of cash outflows of financing activities
Net cash flow from financing activities 908,036,195.50 416,026,715.38
4. Effect of foreign exchange rate changes on cash and cash
50,963,804.50 334,973,284.62
equivalents
5. Net increase in cash and cash equivalents -2,588,361.86 -1,907,297.65
Add: cash and cash equivalents at the beginning of this period 110,586,662.00 9,122,249.80
6. Cash and cash equivalents at the end of this period 18,949,394.34 9,827,144.54
1. Cash flows from operating activities 129,536,056.34 18,949,394.34
Legal representative: YEUNG Kwok Wei Richard
Person-in-charge of the accounting work: CHIN Wee Hua
Chief of the accounting division: LI Yihao
7. Consolidated statement of changes in owners’ equity
Prepared by Wuhan Boiler Company Limited
72
2012 Annual Report of Wuhan Boiler Company Limited
Unit: RMB Yuan
Dec 31,2012
Owners‘ equity attributable to the Company
Minority
Total owners‘
Less: Paid-in Capit interests
Item Less: equity
Paid-in capital Treas capital Capital Paid-in capital al Less:
Capital reserve Treasur Paid-in capital
(share capital) ury (share reserve (share capital) reser Treasury
y stock (share capital)
stock capital) ve stock
I. Balance at the end of 2011 297,000,000.00 174,659,407.46 39,418,356.83 -1,659,956,146.16 2,297,777.56 -1,146,580,604.31
Plus: change in accounting
policies
Correction of errors in
previous periods
Others
II. Balance at the beginning of
297,000,000.00 174,659,407.46 39,418,356.83 -1,659,956,146.16 2,297,777.56 -1,146,580,604.31
this year
III. Increase/ decrease during
-94,341,156.10 -587,226.34 -94,928,382.44
this report period (―-‖for loss)
(I) Net profit -94,341,156.10 -587,226.34 -94,928,382.44
(II) Other comprehensive
incomes
Subtotal of (I) and (II) -94,341,156.10 -587,226.34 -94,928,382.44
(III) Contributions and
decrease of capital by owners
1. Contributions by owners
2. Amount paid by stock
and included in owners‘ equity
3. Others
73
2012 Annual Report of Wuhan Boiler Company Limited
(IV) Profit distribution
1. Surplus reserve accrued
2. General risk provision
accrued
3. Distribution to owners
(or shareholders)
4. Others
(V) Transfer within owners'
equity
1. Capital reserve
transferred to capital (or share
capital)
2. Surplus reserve
transferred to capital (or share
capital)
3. Surplus reserve
offsetting losses
4. Others
(Ⅵ) Specific reserve
1. Withdrawn in this
period
2. Used in this period
(VII) Others
IV. Balance at the end of 2012 297,000,000.00 174,659,407.46 39,418,356.83 -1,754,297,302.26 1,710,551.22 -1,241,508,986.75
74
2012 Annual Report of Wuhan Boiler Company Limited
Unit: RMB Yuan
Dec 31,2011
Owners‘ equity attributable to the Company Minority
interests Total owners‘
Less: equity
Paid-in Less: Capit
Item Less: Treasury Paid-in capital
Paid-in capital capital Capital Treas Paid-in capital al
Capital reserve Treasur stock (share capital)
(share capital) (share reserve ury (share capital) reser
y stock Less: Paid-in capital
capital) stock ve
Treasury (share capital)
stock
I. Balance at the end of 2010 297,000,000.00 174,659,407.46 39,418,356.83 -1,396,503,437.13 2,382,148.42 -883,043,524.42
Plus: retrospective
adjustment due to business
combinations under the same
control
Plus: change in accounting
policies
Correction of errors in
previous periods
Others
II. Balance at the beginning of
297,000,000.00 174,659,407.46 39,418,356.83 -1,396,503,437.13 2,382,148.42 -883,043,524.42
this year
III. Increase/ decrease during
-263,452,709.03 -84,370.86 -263,537,079.89
this report period (―-‖for loss)
(I) Net profit -263,452,709.03 -84,370.86 -263,537,079.89
(II) Other comprehensive
incomes
Subtotal of (I) and (II) -263,452,709.03 -84,370.86 -263,537,079.89
(III) Contributions and 0.00 0.00 0.00 0.00 0.00 0.00 0.00 0.00 0.00 0.00
75
2012 Annual Report of Wuhan Boiler Company Limited
decrease of capital by owners
1. Contributions by owners
2. Amount paid by stock
and included in owners‘ equity
3. Others
(IV) Profit distribution 0.00 0.00 0.00 0.00 0.00 0.00 0.00 0.00 0.00 0.00
1. Surplus reserve accrued
2. General risk provision
accrued
3. Distribution to owners
(or shareholders)
4. Others
(V) Transfer within owners'
0.00 0.00 0.00 0.00 0.00 0.00 0.00 0.00 0.00 0.00
equity
1. Capital reserve
transferred to capital (or share
capital)
2. Surplus reserve
transferred to capital (or share
capital)
3. Surplus reserve
offsetting losses
4. Others
(Ⅵ) Specific reserve
1. Withdrawn in this
period
2. Used in this period
(VII) Others
IV. Balance at the end of 2011 297,000,000.00 174,659,407.46 39,418,356.83 -1,659,956,146.16 2,297,777.56 -1,146,580,604.31
76
2012 Annual Report of Wuhan Boiler Company Limited
Legal representative: YEUNG Kwok Wei Richard
Person-in-charge of the accounting work: CHIN Wee Hua
Chief of the accounting division: LI Yihao
8. Statement of changes in owners’ equity of the Company
Prepared by Wuhan Boiler Company Limited
77
2012 Annual Report of Wuhan Boiler Company Limited
Unit: RMB Yuan
Dec. 31, 2012
Total
owners‘
Owner Minority
equity
Minority s‘ interests
Paid-in Total owners‘ equity Minority interests
interests equity Less:
Owners‘ equity capital Paid-in capital (share Owners‘ equity Less:
Item Less: attribut Treasury
attributable to (share capital) attributable to the Treasury stock
Treasury stock able to stock
the Company capital) Paid-in capital (share Company Less:
Less: the Less:
Paid-in capital) Treasury stock
Treasury stock Compa Treasury
capital
ny stock
(share
capital)
I. Balance at the end of 2011 297,000,000.00 174,854,304.12 39,418,356.83 -1,663,991,821.23 -1,152,719,160.28
Plus: change in accounting
policies
Correction of errors in previous
periods
Others
II. Balance at the beginning of this
297,000,000.00 174,854,304.12 39,418,356.83 -1,663,991,821.23 -1,152,719,160.28
year
III. Increase/ decrease during this
-102,893,990.69 -102,893,990.69
report period (―-‖for loss)
(I) Net profit -102,893,990.69 -102,893,990.69
(II) Other comprehensive
incomes
Subtotal of (I) and (II) -102,893,990.69 -102,893,990.69
(III) Contributions and decrease
of capital by owners
1. Contributions by owners
78
2012 Annual Report of Wuhan Boiler Company Limited
2. Amount paid by stock and
included in owners‘ equity
3. Others
(IV) Profit distribution
1. Surplus reserve accrued
2. General risk provision
accrued
3. Distribution to owners (or
shareholders)
4. Others
(V) Transfer within owners'
equity
1. Capital reserve transferred
to capital (or share capital)
2. Surplus reserve transferred
to capital (or share capital)
3. Surplus reserve offsetting
losses
4. Others
(Ⅵ) Specific reserve
1. Withdrawn in this period
2. Used in this period
(VII) Others
IV. Balance at the end of 2012 297,000,000.00 174,854,304.12 39,418,356.83 -1,766,885,811.92 -1,255,613,150.97
Unit: RMB Yuan
Dec. 31, 2011
Item Owners‘ equity Minority Total Owner Minority Total owners‘ equity Owners‘ equity Minority interests
attributable to interests owners‘ s‘ interests Paid-in capital (share attributable to the Less:
79
2012 Annual Report of Wuhan Boiler Company Limited
the Company Less: equity equity Less: capital) Company Treasury stock
Treasury stock Paid-in attribut Treasury Paid-in capital (share Less:
Less: capital able to stock capital) Treasury stock
Treasury stock (share the Less:
capital) Compa Treasury
Paid-in ny stock
capital
(share
capital)
I. Balance at the end of 2010 297,000,000.00 174,854,304.12 39,418,356.83 -1,400,836,375.53 -889,563,714.58
Plus: change in accounting
policies
Correction of errors in previous
periods
Others
II. Balance at the beginning of this
297,000,000.00 174,854,304.12 39,418,356.83 -1,400,836,375.53 -889,563,714.58
year
III. Increase/ decrease during this
-263,155,445.70 -263,155,445.70
report period (―-‖for loss)
(I) Net profit -263,155,445.70 -263,155,445.70
(II) Other comprehensive
incomes
Subtotal of (I) and (II) -263,155,445.70 -263,155,445.70
(III) Contributions and decrease
of capital by owners
1. Contributions by owners
2. Amount paid by stock and
included in owners‘ equity
3. Others
(IV) Profit distribution
80
2012 Annual Report of Wuhan Boiler Company Limited
1. Surplus reserve accrued
2. General risk provision
accrued
3. Distribution to owners (or
shareholders)
4. Others
(V) Transfer within owners'
equity
1. Capital reserve transferred
to capital (or share capital)
2. Surplus reserve transferred
to capital (or share capital)
3. Surplus reserve offsetting
losses
4. Others
(Ⅵ) Specific reserve
1. Withdrawn in this period
2. Used in this period
(VII) Others
IV. Balance at the end of 2011 297,000,000.00 174,854,304.12 39,418,356.83 -1,663,991,821.23 -1,152,719,160.28
81
2012 Annual Report of Wuhan Boiler Company Limited
Legal representative: YEUNG Kwok Wei Richard
Person-in-charge of the accounting work: CHIN Wee Hua
Chief of the accounting division: LI Yihao
III. Company profile
Wuhan Boiler Company Limited was formerly Wuhan Boiler Factory established in 1954, and it started to list in
Shenzhen Stock Exchange in Apr. 1998 with a registered capital of RMB297 million. In Aug. 2007, Alstom
(China) Investment Co., Ltd. finished acquiring 51% state-owned shares of the Company. In Sept. 2009, the
Company moved to the new factory located at East Lake New Technology Development Zone, Wuhan. The new
factory occupies 463,000 ㎡ with a total investment of RMB900 million and an annual production capacity of
4,500,000 kw. Up to the end of 2011, the Company has 2,003 staffs. And other information of the Company is as
follows:
Initial registration date of the company: Apr. 8, 1988
Initial registration place of the company: No. 586 Wuluo Road, Wuhan, Hubei
Date of changing the registration of the Company: On Oct. 26, 2007, the Company changed its registration as a
joint-stock company (a sino-foreign joint venture and listed company) in Hubei Administration for Industry &
Commerce
Place of changing the registration of the Company: No. 586 Wuluo Road, Wuhan, Hubei
Latest registration date of the company: On Oct. 30, 2009, the Company changed its registration as a joint-stock
company (a sino-foreign joint venture and listed company) in Hubei Administration for Industry & Commerce
Latest registration place of the company: No.1, Liufangyuan Road, East Lake New Technology Development
Zone, Wuhan, Hubei
Business License No：420000400000568
Tax Registration No：420101271756432
IV. Main accounting policies and estimates as well as correction of previous accounting errors
1. Basis for preparation of financial statements
The consolidated financial statements of the Company and its subsidiaries are prepared based on assumption of
the Company‘s continuing operations, according to transactions and events actually occurred, and based on the
following preparation basis, important accounting policies and accounting estimates.
2. Statement of compliance with corporate accounting standards
The financial statements prepared by the Company are truly and completely reflect the financial positon, operation
result and cash flow of the Company.
3. Fiscal year
The fiscal year of the Company is the solar calendar year, which is from January 1 to December 31.
4. Recording currency
Recording currency is RMB.
82
2012 Annual Report of Wuhan Boiler Company Limited
5. Accounting method of business combination under the same control and not under the same control
(1) Business combination under the same control
Business combination under the common control refers to that parties involved in the merger are subject to the
ultimate control of the same party or same multi parties before & after the merger and such control is not
temporary. Assets and liabilities acquired by merging parties in a business combination are measured at the book
value of the combined parties at the merge date. Upon any difference between book value of net assets obtained
by merging parties and book value the merging price they pay (or the aggregate nominal amount of issued shares),
it should adjust the capital surplus (share premium), and if capital surplus (share premium) isn‘t sufficient to dilute,
then adjust retained earnings. Merger date refers the date that the merging parties actually gain the control of the
combined parties.
(2) Business combination not under the same control
Business combination not under the common control refers to that parties involved in the merger are not subject to
the ultimate control of the same party or same multi parties before & after the merger.
Costs of the combination paid by the purchasers are the sum of assets paid to obtain the control of the combined
parties, liabilities incurred or assumed, the fair value of equity securities issued at the purchase date, and various
direct costs occurred in the business combination. The difference between the fair value of its assets paid and the
book value thereof is accrued to current profit or loss. Purchase date refers to the date that the purchasers actually
gain the control of the purchased parties.
The purchasers allocate the costs of combination on the purchase date, and confirm the fair values of identifiable
assets, liabilities and contingent liabilities of the purchased parties they obtain. The difference that costs of
combination exceed the fair value of identifiable assets of the purchased parties obtained in the merger will be
recognized as goodwill; the difference that costs of combination are less than the fair value of identifiable assets
of the purchased parties obtained in the merger will be accrued in current profit or loss.
6. Compilation method for consolidated financial statements
(1) Compilation method for consolidated financial statements
The combined scope of consolidated financial statements includes the Company and its subsidiaries. Subsidiary‘s
operating results and financial position are included in the consolidated financial statements from the controlled
date until the end date.
As for subsidiary obtained by the Company through business combination under the common control, in the
preparation of current consolidated financial statements, it will be deemed that the combined subsidiary is
incorporated into the consolidation scope when the ultimate controlling party of the Company implements the
control right, and the beginning balance of consolidated financial statements and comparative statements will be
adjusted accordantly.
As for subsidiary obtained by the Company through business combination not under the common control, in the
preparation of current consolidated financial statements, the financial statements of such subsidiary will be
adjusted based on the fair value of the identifiable assets and liabilities determined at the purchase date, and since
the purchase date, the consolidated subsidiary will be incorporated into the consolidation scope.
If the accounting period or accounting policy adopted by subsidiary and parent company are not consistent, a
necessary adjustment shall be made to the financial statements of subsidiary in accordance with the accounting
period or accounting policy of parent company when the consolidated financial statements are prepared. All major
83
2012 Annual Report of Wuhan Boiler Company Limited
transactions, balances and unrealized profit or loss among enterprises within the consolidation scope will be offset
in the preparation of consolidated financial statements.
Interests and income attributable to minority shareholders of subsidiary will be listed separately respectively under
the Shareholders‘ Equity in the Consolidated Balance Sheet and under the Net Profit in the Consolidated Income
Statement.
If the losses attributable to the minority shareholders exceed the share of minority shareholders enjoyed in the
ownership interest of the subsidiary, in addition to the part that the minority shareholders have the obligation and
the ability to take, the balance will offset against the shareholders‘ equity of parent company. If the subsidiary
makes a profit subsequently, before making up the loss attributed to relevant minority shareholders beard by
shareholders‘ equity of parent company, all the profits are attributable to shareholders‘ equity of parent company.
(2) Buy and sell same subsidiary's equity, or sell and buy it in two consecutive fiscal year should disclose the
accounting treatment
Not applicable.
7. Recognition standards for cash and cash equivalents
In preparing the cash flow statement, the cash equivalents of the Company include the investments with short
period (it usually expires within three months from the purchase date), characteristics of high liquidity, easy
conversion to certain amount of cash and little risk of value change.
8. Foreign currency business and translations of financial statements in foreign currencies
(1) Foreign currency business
Foreign currency transactions are converted into RMB for recording purpose at the exchange rate on the first day
of the period when the transaction occurs.
Adjustments are made to foreign currency accounts in accordance with the exchange rate prevailing on the
balance sheet date. Value of non-currency item accrued at fair value by foreign currency is adjusted in accordance
with the exchange rate prevailing on fair value confirm date. Conversion differences arising from those specific
borrowings are to be capitalized as part of the cost of the construction in progress in the period before the fixed
assets being acquired and constructed has not yet reached working condition for its intended use. Conversion
differences arising from other accounts are charged to financial expenses.
(2) Translations of financial statements in foreign currencies
Not applicable
9. Financial instrument
(1) Classification of financial instrument
Based on the purposes of obtaining the financial assets and assuming the liabilities, the Company‘s management
classifies the financial instruments into: the financial assets or financial liabilities that are calculated in the fair
values and whose changes are accrued to current profit or loss, including trading financial assets or financial
liabilities, and those directly designated to be calculated in the fair values and whose changes are accrued to
current profit or loss; the held-to-maturity investments; loans and receivables; available-for-sale financial assets;
and other financial liabilities, etc.
(2) Recognition basis and measurement method of financial instrument
84
2012 Annual Report of Wuhan Boiler Company Limited
A. The financial assets (or financial liabilities) that are calculated in the fair values and whose changes are accrued
to current profit or loss
The fair values (excluding cash dividends that have been declared but have not been distributed and bond interests
that have exceeded the expiry dates but have not been drawn) are deemed as the initial confirmation amount on
acquisition. Relevant transaction expenses are charged to profit or loss of the period.
The interests or cash dividends obtained during the holding period are recognized as investment income. Change
of fair values is charged to profit or loss of the period at the year end.
Difference between the fair value and initial book value is recognized as investment income upon disposal.
Adjustment is made to gain or loss from changes in fair values.
B. Held-to-maturity investments
The sum of fair values (excluding bond interests that have exceeded the expiry dates and have not been drawn)
and relevant transaction expenses are deemed as the initial confirmation amount.
During the holding period, interest income is recognized as investment income based on the amortized cost and
actual interest rate (if the difference between the actual interest rate and the nominal interest rate is tiny,
calculation is based on the nominal interest rate). The actual interest rates are determined upon acquisition and
remain unchanged during the expected holding period or a shorter period applicable.
Difference between the amount received and book value of the investment is charged to investment income upon
disposal.
If the Company sells or re-classifies a large amount of held to maturity investments prior to maturity (large
amount refers to the total amount relative to such investments prior to the sale or re-classification), then the
Company will re-classify the rest of such type of investment as financial assets available for sale, and the
Company will not re-classify any financial assets as held to maturity in the current accounting period or following
two full fiscal years, but the following is excepted: the sale date or re-classification date is near to the maturity or
redemption date of such investment (such as three months before maturity), and the market interest rate changes
have no significant effect on the fair value of the investment; all the initial principal of such investment is nearly
recovered according to the periodic payments or early repayment under the contract, resell or re-classify the
remaining; sale or re-classification is caused by independent matters the Company can‘t control, not expected to
recur and difficult to predict reasonably.
C. Receivables and loans
Receivables primarily are the amount receivable formed from sales of goods or service provision of the Company
and other claims, which initial recognition amount, will be confirmed according to the contract or agreement price
receivable from the purchasers. For recovery or disposal of loans and receivables, the difference between the price
obtained and the book value of loans and receivables is charged to current profit or loss.
Loans are mainly loans issued by financial companies. For loans issued by financial institutions according to the
current market conditions, the initial recognition amount will be confirmed according to the principal of loans
issued and related transaction expenses. Interest income recognized during the holding period of the loan will be
calculated at the actual rate. Real interest rate will be determined upon obtaining loans, and will be unchanged
within the expected duration of the loan or applicable shorter period. If the difference between real interest rate
and the contract interest rate is small, then the income will be calculated at the contract interest rate.
D. Available-for-sale financial assets
The sum of fair values (excluding cash dividends that have been declared but have not been distributed and bond
interests that have exceeded the expiry dates but have not been drawn) and relevant transaction expenses is
deemed as the initial confirmation amount.
85
2012 Annual Report of Wuhan Boiler Company Limited
The interests and cash dividends generated during the holding period are accrued to investment income. At year
end, available-for-sale financial assets are calculated in the fair values and the changes in fair values are accrued
to the capital reserves (other capital reserves).
Difference between the amount received and the book value of the financial assets is recognized as investment
gain or loss upon disposal. At the same time, the accumulated changes in fair value previously recognized in the
owners‘ equity are transferred into investment gain or loss.
E. Other financial liabilities
The sum of fair values and relevant transaction expenses is deemed as the initial confirmation amount. The
subsequent calculation adopts the amortized cost method. Method for determining fair value: directly refer to
quotations in active markets (or using valuation techniques, etc.).(For using valuation techniques, it should
disclose relevant valuation assumptions in accordance with various types of financial assets or financial liabilities,
including prepayment rates, expected credit loss rate, interest rate or discount rate.)
(3) Recognition basis and measurement method of financial assets transfer
The Company should terminate recognizing these financial assets when the transform occurs and almost all risk
and return of the financial assets ownership have been transferred to the transferee; The Company should not
terminate recognizing this financial assets if almost all risk and return of the financial assets ownership have been
remained. Essence is more important than form when judging whether the transform meets the requirements of the
financial assets termination recognition conditions mentioned above. The Company divides the transform of
financial assets into entire transfer and partial transfer.
A. If the transfer of an entire financial asset satisfies the conditions for stopping recognition; the difference
between the amounts of the following two items shall be recorded in current profit or loss:
①The book value of the transferred financial asset;
②The sum of consideration received from the transfer, and the accumulative amount of the changes in the fair
values originally recorded in the owners‘ equities (in the case that the financial asset involved in the transfer is an
available-for-sale financial asset).
B. For partial transfers of financial assets that meet the recognition conditions of termination in recognition, the
book value of the whole financial assets are spitted into the derecognized portion and the derecognized portion
according to their respective relative fair values (under this situation, the retained service assets are deemed as a
part of the exterminated financial assets), and the difference between the following two items shall be recorded in
the current profit or loss:
①Book value of the derecognized portion;
②The sum of the consideration of the derecognized portion and the accumulated changes in fair value previously
recognized in the owners‘ equity related to the derecognized portion (in the case that the assets transferred are
available-for-sale financial assets).
For transfers of financial assets that do not meet the conditions of termination in recognition, the financial assets
remain recognition and the consideration received is recognized as financial liabilities.
(4) Derecognized condition of financial liabilities
If the existing obligations of financial liabilities have been discharged in whole or in part, then the Company will
derecognize such financial liability or part thereof.
If all or part of the financial liabilities is derecognized, the difference between the book value of the derecognized
financial liabilities and payment will be charged into current profit or loss.
86
2012 Annual Report of Wuhan Boiler Company Limited
(5) Recognition method of the fair value of financial assets and liabilities
For financial assets or financial liabilities measured at fair value by the Company, the Company will use all or part
of the quotations in the market (or use valuation techniques) as their fair values.
(6) Withdrawal of impairment provision of financial assets (excluding accounts receivable)
A. Impairment of available-for-sale financial assets:
If at the year end the fair values of the available-for-sale financial assets decline significantly, or the trend of the
decline is expected to be non-temporary after consideration of all relevant factors, the assets are deemed impaired
and impairment loss is recognized together with the amount transferred from the accumulated decreases in fair
values previously recognized in the owners‘ equity.
B. Impairment of held-to-maturity financial assets and loans:
For held-to-maturity investments and loans, if there is objective evidence on the incidence of impairment, then the
impairment loss will be calculated and recognized according to the difference between the book value and the
present value of estimated future cash flows.
(7) As for event about reclassifying the undue held-to-maturity investment into available-for-sale financial
assets, the Company shall state the basis of changes in holding purpose or ability
Not applicable.
10. Recognition standards and method of bad debt provision for accounts receivable
Receivables (including accounts receivable and other receivables etc) are recognized at contract or agreement price.
Receivables which are irrecoverable due to i) debtor‘s bankruptcy or liquidation; ii) death of debtor which resulted
in insolvency; iii) long overdue, shall be classified as bad debt loss after going through approval procedures. In case
the Company transfers or mortgages or discounts receivables to financial institutes like bank, according to the terms
in relevant agreements when debtors cannot pay back the amount due and if the Company has the obligation to pay
back the financial institutes, this receivables should be treated as mortgage loan; if the Company has no obligation to
pay back the financial institutes, this receivables should be treated as transference and recognize the loss and gain
arising from the transference. When the receivables are recovered, the difference between the amount recovered and
book value of receivables is charged in the current profit and loss.
1) Bad debt provision for individually significant accounts receivable
Judgement basis or monetary standards of provision for Top 5 of account receivables at year end
bad debts of the individually significant accounts
receivable
The impairment test is carried on individually for
each individually significant receivable.
A. If there are substantive evidences indicated that
Method of individual provision for bad debts of the
a receivable has been impaired, it should make a
individually significant account receivable
provision for bad debts.
B. If a receivable is found not to be individually
impaired, it should be included in a group of similar
credit risk characteristics receivables and make a
87
2012 Annual Report of Wuhan Boiler Company Limited
collective assessment of impairment.
(2) Accounts receivable for which bad debt provisions are made on the group basis
Withdrawal method of
Name of group bad debt provision on Recognition basis of group
the group basis
Besides the receivables which are individually
impaired, the Company determines measurement of bad
debt provision for groups of receivables on the basis of
Group 1 Aging analysis method analyzing actual situation, and assessing the same or
similar actual impairment rate of groups of receivables
with similar credit risk characteristics, which divided by
aging analysis in previous periods
Receivables with confirmed letter credit or guarantee
from the bank and provision for sales tax which is to be
Group 2 No bad debt provision
paid as stipulated in contract are not classified as
provision for bad debts
In the groups, adopting aging analysis method to withdraw bad debt provision:
√ Applicable □ Not applicable
Proportion of Accounts
Aging of receivables Proportion of Other receivables (%)
receivables (%)
Within 1 year (including 1
year) 3% 3%
1-2 years 3% 3%
2-3 years 6% 6%
Over 3 years
3-4 years 20% 20%
4-5 years 20% 20%
Over 5 years 100% 100%
In the groups, adopting balance percentage method to withdraw bad debt provision
□ Applicable √ Not applicable
In the groups, adopting other methods to withdraw bad debt provision
√ Applicable □ Not applicable
88
2012 Annual Report of Wuhan Boiler Company Limited
Name of Group Remark
Receivables with confirmed letter credit or
guarantee from the bank and provision for sales tax
Group 2: No bad debt provision
which is to be paid as stipulated in contract are not
classified as provision for bad debts
(3) Accounts receivable with an insignificant single amount but for which the bad debt provision is made
individually
Reason of individually withdrawing bad debt provision:
If there are substantive evidences shown there is a special impairment of insignificant receivables, then they need
individually impairment tests.
Withdrawal method for bad debt provision: Measurement of the percentage of bad debts provision is based on
current situation.
11. Inventory
(1) Classification of inventories
Inventories include goods purchased raw materials, finished goods, work-in-progress, and goods for processing
on consignment.
(2) Pricing method for distributed inventories
□ First-in first-out method √ Weighted average method □ Specific identification method □ Other
Raw materials and circulating materials are measured at actual cost method. The moving weighted average
method shall be used when sending out these materials. Finished goods and work-in-progress are measured at
actual cost which is allocated according to the job reference.
(3) Recognition basis of net realizable value of inventories and withdrawal method for impairment
provision of inventories
At the end of the year, after overall check of the inventory, draw or adjust provision for inventory devaluation
according to the lower of the cost of inventory and net realizable values of inventory.
In normal operation process, net realizable values of commodities inventories for direct sales including finished
goods, commodities and materials for sales are determined by the estimated selling prices minus the estimated
selling expenses and relevant taxes and fees; In normal operation process, net realizable values of materials that
need further processing are determined by the estimated selling prices of the finished goods minus estimated cost
to completion, estimated selling expenses and relevant taxes. For the inventory held to implement sales contract or
work contract, its net realizable value is calculated on the basis of contract price. For the balance of inventory
beyond the amount of the sales contract, its net realizable value is calculated on the basis of general selling price.
Provision for inventory devaluation is provided for based on individual inventory item at end of the period. For
inventory that has large quantity and low unit price, the provision for inventory devaluation is provided for based
on categories of the inventory. For inventory related to the products manufactured and sold in the same district,
with same or similar use or purpose, and difficult to account for separately from other items, the provision for
inventory devaluation is provided for on a consolidated basis.
When the factors that influence the decreased bookkeeping of inventory value have disappeared, switch back from
the provision for inventory devaluation amount that previously appropriated and the amount that switched back is
charged to profit or loss of current period.
89
2012 Annual Report of Wuhan Boiler Company Limited
(4) Inventory system of inventories
√ Perpetual inventory system □ Periodic inventory system □ other
(5) Amortization method of low-value consumption goods and packages
Low-value consumption goods
Amortization method: lump-sum amortization method
Packages
Amortization method: lump-sum amortization method
12. Long-term equity investment
(1) Recognition for initial cost
A. Long-term equity investment caused by the enterprise merger
In case the long-term equity investment are made to obtain the equities of the enterprises under the common
control and the Company pays the cash, transfers the non-cash assets or bears the liabilities as the consideration
for the merger, the book value share on the merging date to obtain the owners‘ equities of the merging party will
be deemed as the initial investment cost of long-term equity investment. The difference between the initial
investment cost of long-term equity investment and paid cash, transferred non-cash assets and book values of
liabilities will be supplemented by the capital reserve; in case the capital reserve is not enough, the remaining
gains will be adjusted. In case the Company issues the equity securities as the merger consideration, the book
value share on the merging date to obtain the owners‘ equities of the merging party will be deemed as the initial
investment cost of long-term equity investment. If the book value amount of the issued shares is deemed as the
capital, the difference between the initial investment cost of long-term equity investment and the book value
amount of the issued shares will be supplemented by the capital reserve; in case the capital reserve is not enough,
the remaining gains will be adjusted. All direct expenses related to the enterprise merger, including the auditing
expense, evaluation expense, legal service expense, etc will be accrued to the current profit or loss.
In case the long-term equity investment are made to obtain the equities of the merging enterprises which are not
under the common control, the consolidation cost determined according to Accounting Standard for Business
Enterprises No. 20 – Business Combinations‘ on the purchase date will be deemed as the initial investment cost.
B. Other types of long-term equity investment
In case the long-term equity investment is made by cash payment, the actual payment amount will be deemed as
the initial investment cost.
In case the long-term equity investment is made by issuing the equity securities, the fair values of issued equity
securities will be deemed as the initial investment cost.
For the long-term equity investment made by the investors, the values agreed in the investment contracts or
agreements (deducting the cash dividends or profits that have been declared but have not been dismissed) will be
deemed as the initial investment cost, except that the contracts or agreements provide that the values are not fair.
In case the long-term equity investment is made by exchanging the non-currency assets, and this exchange has the
commercial substance and the fair values of exchanged assets can be reliably calculated, the fair values of assets
surrendered will be deemed as the initial investment cost, unless there is conclusive evidence that the fair values
of assets received are more reliable; for exchange of non-currency assets that do not satisfy the above conditions,
the sum of book value of assets surrendered and relevant taxes payable will be deemed as the initial investment
cost.
90
2012 Annual Report of Wuhan Boiler Company Limited
In case the long-term equity investment is made by the mode of liability restructure, the fair values of the obtained
equities will be deemed as the initial investment cost.
(2) Subsequent measurement and recognition of gains and losses
When the Company is able to exercise significant influence or joint control, the difference of cost of initial
investment in excess of the proportion of the fair value of the net identifiable assets in the invested companies is
not adjusted against the initial cost of long-term equity investment. The difference of cost of initial investment in
short of the proportion of the fair value of the net identifiable assets in the invested companies is charged into the
current profit or loss statement. .
The Company‘s long-term equity investments in subsidiaries are accounted for by the cost method and adjusted
according to the equity method when preparing consolidated financial statements. When the Company has neither
joint control nor significant influence in the invested companies, there is no quotation available on the active
market, and the fair value of the investment cannot be reliably measured, the long-term equity investment is
accounted for under the cost method.
When the Company has joint control or significant influence over the invested companies, the long-term equity
investment is accounted for under the equity method.
For profit or loss of internal transactions occurred among the Company and joint ventures, the proportion
attributable to the Company will be calculated according to shareholdings and offset in the application of equity
method.
Recognition of share of losses of the invested companies under the equity method is treated in the following steps:
First, reduce the book value of the long-term equity investment. Second, when the book value is insufficient to
cover the share of losses, investment losses are recognized up to a limit of book values of other long-term equity
which form net investment in substance by reducing the book value of long term receivables, etc. Finally, after all
the above treatments, if the Company is still responsible for any additional liabilities in accordance with the
provisions stipulated in the investment contracts or agreements, estimated liabilities are recognized and charged
into current investment loss according to the liabilities estimated.
If the invested company achieve profit in subsequent periods, the treatment is in the reversed steps described
above after deduction of any unrecognized investment losses, i.e., reduce book value of estimated liabilities
recognized, restore book values of other long-term equity which form net investment in substance, and in
long-term equity investment, and recognize investment income at the same time.
Treatment of other equity changes except for net profit or loss in the invested companies: For other equity changes
except for net profit or loss in the invested companies, if the proportion of investments remain unchanged, the
Company calculates the proportion it shall enjoy or bear and adjust book value of long-term equity investment,
and increase or decrease capital reserves – other capital reserves at the same time.
(3) Recognition basis of jointly control and significant influence in invested units
If, in accordance with provisions in the contracts, the Company enjoys joint control over certain economic
activities only when taking part in significant financial and operational decisions with investors in need of share of
control who unanimously agree, the Company is deemed to enjoy joint control with other parties over the invested
companies. If the Company is authorized to take part in decision making with regard to the financial and
operational policies, but is unable to control or control jointly with other parties over the invested company, the
Company is deemed to be able to exercise significant influence over the invested companies.
91
2012 Annual Report of Wuhan Boiler Company Limited
(4) Impairment test method and withdrawal method for impairment provision
A. In case the cost method is used to calculate the long-term equity investments which are not quoted in the active
market or whose fair values cannot be reliably calculated, the depreciation loss will be determined based on the
difference between the book values and current values determined by the discounting of future cash flow in line
with the current market return rate of similar financial assets.
B. For other long-term equity investments, in case the calculation results of receivable amounts indicate that the
receivable amount of this long-term equity investment is less than their book values, the difference will be
confirmed as the asset depreciation losses.
Once the depreciation loss of long-term equity investment is confirmed, they will not be reversed.
13. Investment properties
1. Investment property is property held to earn rental or for capital appreciation or both. It includes a land use
right that is leased out, a land use right held for transfer upon capital appreciation, and a building that is leased out.
2. The investment properties shall be initially measured in light of their cost when getting it and make a follow-up
measurement to the investment real estate through the cost pattern on the date of the balance sheet. The test
method of depreciation or impairment of the buildings is the same as fixed assets, the test method of depreciation
or impairment of the land use rights is the same as intangible assets. The details of assess method and impairment
provision for investment properties are in Note4.17 ―Impairment of non-current non-financial assets.
Where an investment property is disposed or no longer in use permanently and no economic benefits shall be
obtained from the disposal, derecognized the investment property. The income from sale, transfer or disposal of
the investment property is recorded in the profit or loss after deduction of its carrying amount and related tax.
14. Fixed assets
(1) Recognition of fixed assets
Fixed assets are tangible assets that are held for use in the production or supply of services, for rental to others, or
for administrative purposes; they have useful lives over one fiscal year. And they shall be recognized only when
both of the following conditions are satisfied:
A. It is probable that economic benefits associated with the assets will flow to the enterprise; and
B. The cost of the fixed assets can be measured reliably.
(2) Recognition basis and pricing method for fixed assets acquired under finance lease
The Company identifies a lease of asset as finance lease when substantially all the risks and rewards incidental to
legal ownership of the asset are transferred.
A fixed asset acquired under finance lease shall be valued at the lower of the fair value of the leased asset and the
present value of the minimum lease payments at the inception of lease.
The depreciation method of fixed assets acquired under finance lease is consistent with that for depreciable assets
owned by the Company. If the Company can reasonably confirm that it will obtain the ownership of leased asset
at the end of lease term, the leased asset shall be depreciated during the useful life of the leased asset. If the
Company cannot reasonably confirm that it will obtain the ownership of leased asset at the end of lease term, the
leased asset shall be depreciated during shorter of the useful life of the leased asset and the lease term.
(3) Depreciation methods of fixed assets
Estimated useful life
The categories Residual value (%) Annual depreciation rate (%)
(years)
Houses and buildings 40 0% 2.50%
Machineries 7-20 0% 14.29%-5.00%
Electronic equipment and 3-18 0% 33.33%-5.56%
92
2012 Annual Report of Wuhan Boiler Company Limited
office equipment
Vehicles 6 0% 16.67%
(4) Impairment test method and withdrawal method for impairment provision of fixed assets
At balance sheet date, the Company judges if there is indication to the impairment. If the indications like
continuing decrease in the fixed assets values, or obsolete technologies, damages, long-idle extra exist, net
realizable value must be estimated. When net realizable value of the fixed asset is lower than its book value,
reduce fixed asset‘s book value to its net realizable value. The reduced amount is recognized as fixed asset
impairment and charged to current period of profit and loss, and fixed asset impairment must be provided
accordingly. Once fixed asset impairment loss is recognized, it cannot be reversed in future accounting period.
(5) Other explanations
Subsequent expenditures of fixed asset shall be recognized as the cost of fixed assets if the expenditures can bring
in economic benefit to the Company and the expenditures can be measured reliably. If the expenditures are to
replace part of fixed asset, it should deduct the fixed asset‘s book value; otherwise it is charged to current period
profit and loss.
15. Construction in progress
(1) Categories of construction in process
Construction in progress of the Company includes constructing property, building installation, equipment
installation, prepaid expenses, as well as individual projects.
(2) Standards and time of transferring construction in process into fixed asset
For the construction in progress, all expenses occurring before they are ready for the use will be the book values
as the fixed assets. In case the construction in progress has been ready for use but the final accounts for
completion have not been handled, from the date when such projects has been ready for use, the Company will
evaluate the values and determine the costs based on the project budgets, prices or actual costs of projects, etc and
the depreciation amount will also be withdrawn; when the final accounts for completion are handled, the
Company will adjust the originally evaluated values subject to the actual costs, but will not adjust the withdrawn
depreciation amount.
(3) Impairment test method and withdrawal method for impairment provision of construction in process
At balance sheet date the Company exams all the construction in progress to judge if there is indication of
impairment. If indications exist: i) long suspension of construction in progress and will not recommence in future
3 years; ii) project under construction has no advantages in technologies and capacity and the economic benefit
brought to the Company is uncertain, the net realizable value should be estimated. If the net realizable value of
construction in progress is lower than its book value, reduce its book value to net realizable value, the reduced
amount is recognized as impairment loss and charged to current period profit and loss, and the construction in
progress impairment is provided accordingly. Once impairment provision of construction in process is recognized,
it should not be reversed in future accounting period.
16. Borrowing costs
(1) Recognition principles for capitalization of borrowing costs
93
2012 Annual Report of Wuhan Boiler Company Limited
In case the borrowing expenses occurring in the Company may directly be attributable to the construction and
productions of assets complying with the capitalization conditions, they will be capitalized and accrued to the
relevant capital costs; other borrowing expenses will be confirmed as the expenses based on the actual amount at
the time of occurrence and accrued to the current profit or loss.
The assets complying with the capitalization conditions mean the assets such as fixed assets, investment real
estates and inventory etc. that need a long time of construction and production activities before they are ready for
use or for sales.
The borrowing expenses begin to be capitalized under the following circumstances:
A. The asset payment have been made which include the payment such as the paid cashes, transferred
non-currency assets or borne liabilities with the interests to construct or produce the assets complying with the
capitalization conditions;
B. The borrowing expenses have occurred;
C. The necessary construction or production activities to make the assets ready for use or sales have been
launched.
In case during the construction or production period the assets complying with the capitalization conditions are
abnormally suspended and the suspension period exceeds 3 months continuously, the capitalization of borrowing
expenses will also be suspended.
The capitalization of borrowing expenses for the assets that have been constructed or produced and are ready for
use or sales will be stopped.
When parts of the purchased assets or assets whose production satisfies the capitalization conditions are
completed respectively and can be used individually, the capitalization of the borrowing expenses of these parts
will be stopped.
(2) Capitalization period of borrowing costs
The capitalization period means the period from the moment that the borrowing expenses start to be capitalized to
the moment that the capitalization is stopped, which does not include the period that the capitalization of
borrowing expenses is suspended.
(3) Period for suspending capitalization of borrowing costs
Capitalization of borrowing costs should be suspended during periods in which the acquisition or construction is
interrupted abnormally, and the interruption period is three months or longer. These borrowing costs should be
recognized directly in profit or loss during the current period. However, capitalization of borrowing costs during
the suspended periods should continue when the interruption is a necessary part of the process of bringing the
asset to working condition for its intended use.
Capitalization of borrowing costs ceases when the qualifying asset being acquired or constructed is substantially
ready for its intended use. Subsequent borrowing costs should be expensed off during the period in which they are
incurred.
(4) Calculation method of capitalized amount of borrowing costs
To the extent that funds are borrowed specifically for the purpose of acquiring or constructing a qualifying asset,
the amount of borrowing costs eligible for capitalization on that asset is determined as the actual borrowing costs
incurred on that borrowing during the period less any investment income on the temporary investment of the
borrowing.
94
2012 Annual Report of Wuhan Boiler Company Limited
To the extent that funds are borrowed generally and used for the purpose of acquiring or constructing a qualifying
asset, the amount of borrowing costs eligible for capitalization shall be determined by applying a capitalization
rate to the weighted average of excess of accumulated expenditures on qualifying asset over that on specific
purpose borrowing. The capitalization rate is the weighted average of the borrowing costs applicable to the
borrowings of the Company that are outstanding during the period, other than borrowings made specifically for
the purpose of acquiring or constructing a qualifying asset.
17. Intangible assets
(1) Pricing method of intangible assets
Intangible asset is measured initially at actual cost when it is acquired. Acquisition costs of intangible asset
include purchase cost, related taxes and attributable costs which are incurred to make the intangible asset reach
intended useful condition. For those the price of intangible assets deferred paid exceed normal credit condition so
substantively has financing character, the cost of intangible assets is confirmed on the basis of present value of
purchasing price.
(2) Estimated useful life of intangible assets with finite useful life
For intangible asset with finite useful life, the Company estimates useful life of intangible useful life upon
acquisition and amortize it systematically among the useful life, the amortized amount is charged to current period
profit and loss based on benefited item, and the specific amortized amount is cost after estimated residual value.
The accumulated impairment provision should be deducted for intangible asset with impairment provision and
residual value is zero, except that: i) third party commits to purchase the intangible asset; ii) estimated residual
value of intangible asset can be obtained from the active market and the existence of the market at the end of
useful life of the intangible asset is probable.
Item Estimated useful life Basis
Software 3 years Based on the cycle of software update
Proprietary technology 6 years -15 years Contract
Land use right 50 years Law, useful life for industry land is 50 years
(3) Judgment basis of intangible assets with uncertain useful life
For intangible asset with infinite useful life, the Company reviews the useful life and amortization method of
intangible asset. The amortization period and amortization method are changed when useful life and amortization
method are different from pervious estimation.
(4) Withdrawal of impairment provision of intangible assets
Net realizable value is estimated when the indications of impairment exist:
A.The Company estimates net realizable value based on single intangible asset when there is indications of
impairment for that single intangible asset;
B.The Company estimates net realizable value base on the asset group when it is difficult to estimate net
realizable value of single intangible asset;
C. Net realizable value is the higher amount between the net amount of intangible asset fair value minus disposal
expenses and estimated present value of future cash flow.
When net realizable value is lower than its book value, reduce the book value to net realizable value, the deducted
amount is recognized as impairment loss and charged to current period profit and loss, impairment is provided
accordingly.
95
2012 Annual Report of Wuhan Boiler Company Limited
(5) The specific criteria of the research and development phases of the division of internal research and
development projects
Not applicable
(6) Internal research and development expenditure accounting
Not applicable
18. Amortization method of long-term deferred expenses
A. Long-term deferred expenses refer to the expenses which ought to be allocated in current period and future
periods.
B. Long-term deferred expenses are measured at initial costs, commencement costs are charged to current period
profit and loss when incurred; installation expenses of operating leased fixed asset are allocated evenly during the
leasing period or 5 years whichever is a lower, other long-term deferred expense are allocated evenly during the
benefited period based on project. Those long-term deferred expenses which cannot generate economic benefit in
future accounting period are charged to current period of profit and loss.
19. Estimated liabilities
Estimated liabilities are recognized i) when the Company is involved in litigation or debt warrant, lost making
contract or restructuring event; ii) it is possible to pay asset or render service in foreseeable future; iii) the amount
can be measured reliably.
(1) Criteria of estimated liabilities
When businesses related to external security, pending litigation or arbitration, product quality assurance,
retrenchment plan, contract of loss, reconstruction obligation, disposing obligation of fixed assets and other
contingencies satisfy all the following conditions, the Company will recognize them as liabilities:
A. The obligation is the present obligation of the Company;
B. The performance of such obligation is likely to lead to an outflow of economic benefits;
C. The amount of the obligation can be reliably measured.
(2) Measurement of estimated liabilities
Estimated liabilities shall be initially measured according to the best estimated amount required to be paid when
current obligations are fulfilled.
When determining the best estimated amount, it should take full consideration of the risks, uncertainties and time
value of money related to contingencies.
Best estimated amount is handled under the following circumstances:
A. If the amount required is in a continuous range, and the likelihood of various outcomes within the scope is
same, then the estimated amount is determined according to the median of the range, that is the average amount of
upper and lower caps.
B. If the amount required isn‘t in a continuous range, or there isnt such a continuous range but the likelihood of
various outcomes within the scope isn‘t same, such as the contingency involves a single item, then the best
estimated amount is determined in accordance with the amount with most likelihood; if the contingency involves
several items, then the best estimated amount is determined according to various possible outcomes and associated
probabilities.
96
2012 Annual Report of Wuhan Boiler Company Limited
If expenses required to settle all or part of estimated debt are expected to be compensated by a third party, then the
amount of compensation will be separately recognized as an asset upon basically being identified to be received,
and the amount of compensation recognized will not exceed the book value of projected liabilities.
20. Revenue
(1) Criteria for recognition time of revenue from sale of goods
The Company recognises revenue from sale of goods when all the following conditions have been satisfied:
A. The Company has transferred to the buyer the significant risks and rewards of ownership of the goods;
B. The Company retains neither continuing managerial involvement to the degree usually associated with
ownership nor effective control over the goods sold;
C. The relevant amount of revenue can be measured reliably; and
D. The economic benefits associated with the transaction will flow to the Company;
E. The relevant amount of costs can be measured reliably
The collection method of contract or agreement adopts deferred method, it has financing character, the revenue is
determined at the fair value of contract price.
The timing to recognize revenue: for domestic sales revenue is recognized upon goods received and goods receipt
note signed by customer; for overseas sales revenue is recognized upon custom declaration vouch issued by
custom.
(2) Recognition basis of revenue from transferring use rights of assets
Revenue arising from the use by others of the Company‘s assets includes interest revenue and royalty revenue.
The Company recognized revenue arising from the use by others of the Company‘s assets when (a) it is probable
that the economic benefits associated with the transaction will flow to the Company and (b) the amount of the
revenue can be measured reliably.
(3) Basis for recognition of rendering services
Percentage-of-completion method is used to measure revenue from rendering services in which accumulated costs
incurred divided by estimated total costs.
(4) Recognition basis and method for the schedule of contracted project when recognizing the revenue from
providing labour services and construction contract by percentage-of-completion method
The Company adopts percentage-of-completion method which is calculated based on accumulated costs incurred
divided by estimated total costs in order to determine the percentage-of-completion of contracted project. At
balance sheet date The Company recognizes project revenue by contract price times percentage-of-completion
then deducts the accumulated revenue recognized in previous accounting periods. And project costs are
recognized by estimated project total costs time percentage-of-completion then deduct accumulated project costs
recognized in previous accounting periods.
When project outcome cannot be estimated reliably at balance sheet date, it shall be handled:
A. When incurred project costs can be recovered, project revenue shall be recognized based on costs incurred and
project costs are recognized accordingly;
B. When incurred project costs cannot be recovered, project revenue shall not be recognized and project costs
shall be charged to current period profit and loss.
21. Government grants
97
2012 Annual Report of Wuhan Boiler Company Limited
(1) Types
A government subsidy means the monetary or non-monetary assets obtained free by the Group from the
government, but excluding the capital invested by the government as the owner of the enterprise. Government
subsidies consist of the government subsidies pertinent to assets and government subsidies pertinent to income.
(2) Accounting treatment method
If a government grant pertinent to non-monetary asset, the non-monetary asset shall be recognized as deferred
revenue, evenly distributed within the useful life of the relevant assets and included in the current profits and
losses from the point that the asset reaches its intended use condition. If the relevant asset is sold or transferred or
disposed or damaged before the end of its useful life, the balance of deferred revenue shall be charged to current
period. If a government grant pertinent to monetary asset and to compensate the relevant expenditures or losses to
be incurred in future periods, it shall be recognized as deferred revenue and charged to current period profit and
loss when the relevant expenditures or losses are recognized; if a government grant is to compensate expenditures
or losses already incurred, it shall be charged to current period profit and loss upon received.
22. Deferred income tax assets and liabilities
(1) Recognition basis of deferred income tax assets
Where there are deductible temporary differences between the carrying amount of assets or liabilities in the
balance sheet and their tax bases, a deferred tax asset shall be recognized for all those deductible temporary
differences to the extent that it is probable that taxable profit will be available against which the deductible
temporary difference can be utilized.
(2) Recognition basis of deferred income tax liabilities
Deferred tax liability shall be recognized for all taxable temporary differences, which are differences between the
carrying amount of an asset or liability in the balance sheet and its tax base, and measured at the tax rates that are
expected to apply to the period when the asset is realized or the liability is settled.
23. Leases
(1) Operating lease
Not applicable
(2) Finance lease
Not applicable
(3)Sold and lease back
Not applicable
24. Hedging accounting
The company uses fair value hedging for its hedging.
(1) For derivative instruments as the hedging instrument, the profit or loss resulted from the changes of fair value
is included in the profit/loss of the current period; for non-derivative instruments as the hedging instrument,
the profit or loss resulted from the change of book value due to foreign exchange rate is included in the
profit/loss of the current period.
98
2012 Annual Report of Wuhan Boiler Company Limited
(2) The profit or loss resulted from the hedged risk of the hedged items is included in the profit/loss of the current
period. The book value of the hedged items is adjusted at the same time.
(3) In a fair value hedging of a firm commitment of a purchased asset or assumed liability, the accumulated
amount in the change of fair value (profit or loss being confirmed) caused by the hedging risk of this firm
commitment should be used to adjust the initial confirmed amount of the purchased assets of assumed liability
of the firm commitment.
(4) When the following conditions are satisfied, the company stops using the fair value hedging:
A. Hedging instruments expired, sold, contract terminated or executed.
B. The hedge can no longer satisfy the conditions in using the method of hedging accounting.
C. Cancellation of the designation of the hedging.
25. Changes in main accounting policies and estimates
Were the main accounting policies or estimates changed during the report period?
□ Yes √ No
(1) Change of accounting policies
Were the main accounting policies changed during the report period?
□ Yes √ No
(2) Change of accounting estimates
Were the main accounting estimates changed during the report period?
□ Yes √ No
26. Correction of previous accounting errors
Was any accounting error made in previous periods discovered in the report period?
□ Yes √ No
(1) Retrospective restatement method
Was any previous accounting error adopting retrospective restatement method discovered in the report period?
□ Yes √ No
(2) Prospective application method
Was any previous accounting error adopting prospective application method discovered in the report period?
□ Yes √ No
27. Other main accounting policies and estimates as well as compilation method of financial statements
None
V. Taxation
1. Main taxes and tax rates
Category of taxes Tax basis Tax rate
VAT Taxable revenue 6%,17%
Consumption tax
99
2012 Annual Report of Wuhan Boiler Company Limited
Business tax Taxable revenue 5％
Urban maintenance and construction tax Taxable VAT, taxable business tax 7％
Enterprise income tax Taxable income 25％
Education surtax Taxable VAT, taxable business tax 3％
Local education surtax Taxable VAT, taxable business tax 2％
The income tax rates adopted by each subsidiary and branch factory
Subsidiary Wuhan Lanxiang Power Environmental Protection Technology Co.,Ltd has ceased operating, there
was no taxable profit during the report period.
2.Tax preference and official documents
None
3. Other explanation
None.
VI. Business combination and consolidated financial statements
General instruction of business combination and consolidated financial statements
1. Subsidiaries
(1) Subsidiaries obtained by establishment and investment
100
2012 Annual Report of Wuhan Boiler Company Limited
Unit：RMB Yuan
Registere Business Registered
Subsidiaries Type Business scope
d place nature capital
Boiler, energy environmental protection products, Steel structures, technology
Limited 586 research of heat energy products and its accessorial equipment, design,
Wuhan Lan Xiang Power
liability Wuluo Manufacturin 20,000,000. technical Consultancy, technical service, sales of developed products, energy
Environmental Protection
Compan Rd., g 00 project (non-construction project), Gas-steam Combined Cycle Heat Recovery
Technology Company Limited
y Wuhan Boiler, Circulating fluidized bed Boiler, Production and sale of the boiler‘s
components and the energy saving
Continued on the table
Balance of parent
company‘s equity after
Actual Other The The
Included in Deductible deducting the difference
amount of essential proportion proportion Minority
Subsidiaries consolidated minority that loss of minority
investments at investme of holding of voting interest
statement interests interests exceed equity
the period-end nt shares（%）rights（%）
obtained by minority
shareholders
Wuhan Lan Xiang Power Environmental
24,984,500.00 95% 95% Yes 1,710,551.22 0.00 0.00
Protection Technology Company Limited
101
2012 Annual Report of Wuhan Boiler Company Limited
Other notes to subsidiaries obtained by establishment and investment: none.
2. Explanation on changes in consolidated scope
Explanation on changes in consolidated scope:
√ Applicable □ Not applicable
In April 2012, business registration certificate of Wuhan boiler BoYu Industrial Co., Ltd was formally
deregistered; therefore it is no longer included in the consolidation scope at the end of reporting period.
3. The changes of consolidated scope in the report period
The subsidiaries, special purpose entities and operating entities with control right formed by entrusted operation or
lease that no longer included in the consolidated scope
Unit: RMB Yuan
Net profit from period-begin
Name Net asset on disposal date
to disposal date
Wuhan Boiler Boyu Industrial Co.,Ltd 0.00 -5,673,540.76
Other notes to changes in consolidated scope:
In May 2012, business registration certificate of Wuhan boiler BoYu Industrial Co., Ltd was formally deregistered;
therefore it is no longer included in the consolidation scope at the end of reporting period.
4.Business combinations under common control in the current year
None
5. Business combinations not under common control in the current year
None
6. Subsidiaries decreased in the current year because the shares are sold, upon which the controlling
right is lost
None
7. Counter purchases in the current year
None
8. Consolidations by business combination in the current year
None
9. Translation exchange rate for the main items of the financial statements of overseas operating
entities
None
VII. Notes on major items in consolidated financial statements of the Company
1. Monetary funds
Unit: RMB Yuan
Item Closing balance Opening balance
102
2012 Annual Report of Wuhan Boiler Company Limited
Amount in Amount in
Exchange Amount in Exchange
foreign foreign Amount in RMB
rate RMB rate
currency currency
Bank deposit:: -- -- 131,071,052.35 -- -- 20,388,030.03
RMB -- -- 130,630,479.67 -- -- 19,988,018.67
USD 4,566.04 6.2855 28,699.84 4,409.68 6.3009 27,784.95
EUR 49,517.74 8.3176 411,868.75 45,601.99 8.1625 372,226.25
JPY 56.00 0.073 4.09 2.00 0.0811 0.16
Other monetary funds: -- -- 2,611,517.03 -- -- 2,611,211.99
RMB -- -- 2,611,517.03 -- -- 2,611,211.99
Total -- -- 133,682,569.38 -- -- 22,999,242.02
Closing balance of monetary funds increased by 481.25% as compared to last year, mainly due to increase in the
collection of accounts receivables and the delay of the payments.
2. Notes receivable
(1) Category of notes receivable
Unit：RMB Yuan
Category Closing balance Opening balance
Bank acceptance 16,778,857.08 30,800,000.00
Total 16,778,857.08 30,800,000.00
(2) Notes receivable pledged at period-end
None
(3) Notes transferred to accounts receivable because drawer of the notes fails to execute the contract or
agreement, and undue notes endorsed to other parties at the end of the period
Not applicable
Undue notes endorsed to other parties (Top 5)
Unit: RMB Yuan
Issuing entity Date of issuance Expiring date Amount Remark
Qingdao Yida Mine Co.,Ltd 2012/07/06 2013/01/06 10,000,000.00
Luoyang Yuyi Electricity Co.,Ltd 2012/07/19 2013/01/19 5,000,000.00
Luoyang Yuyi Electricity Co.,Ltd 2012/07/19 2013/01/19 5,000,000.00
Shandong Linqi Qizhou Cement Co.,Ltd 2012/07/17 2013/01/17 5,000,000.00
Zhumadian Junlong Agricultural Material Co.,Ltd 2012/11/30 2013/05/30 5,000,000.00
Total -- -- 30,000,000.00 --
Closing balance of the notes receivable decreases 45.52%, mainly due to the decrease in the collection of notes
receivable.
3. Accounts receivable
103
2012 Annual Report of Wuhan Boiler Company Limited
(1) Accounts receivable listed by categories
Unit: RMB Yuan
Closing balance Opening balance
Book balance Bad debt provision Book balance Bad debt provision
Category Propo Propor Propo Propo
Amount rtion Amount tion Amount rtion Amount rtion
(%) (%) (%) (%)
Accounts
receivable
with
significant
single
amount for 52,923,300.00 12.71 34,820,000.00 65.79 62,049,078.35 10.3 14,302,475.00 23.05
which bad
debt
provision
separately
accrued
Accounts receivable for which bad debt provisions are made on the group basis
Group 1
(using
302,410,419.85 72.65 110,532,015.41 36.55 425,648,417.47 70.68 139,555,835.03 32.79
aging
analysis)
Subtotal of
302,410,419.85 72.65 110,532,015.41 36.55 425,648,417.47 70.68 139,555,835.03 32.79
the groups
Accounts
receivable
with
insignifica
nt single
amount for 60,947,906.10 14.64 39,721,906.10 65.17 114,547,641.91 19.02 77,176,541.91 67.38
which bad
debt
provision
separately
accrued
Total 416,281,625.95 -- 185,073,921.51 -- 602,245,137.73 -- 231,034,851.94 --
Notes to category of accounts receivable:
Accounts receivable with significant single amount for which bad debt provision separately accrued
√ Applicable □ Not applicable
Item Closing balance Bad debt provision Proportion Note
Guodian Lanzhou Thermopower 28,103,300.00 10,000,000.00 35.58 Difficult to collect
104
2012 Annual Report of Wuhan Boiler Company Limited
Co., Ltd. due to quality issue
Dongfang Xiwang Baotou Xitu Difficult to collect
24,820,000.00 24,820,000.00 100
Aluminium Co., Ltd. due to quality issue
Total 52,923,300.00 34,820,000.00 --
In the groups, accounts receivable adopting aging analysis method to accrue bad debt provision:
√ Applicable □ Not applicable
Closing balance Opening balance
Aging of Balance Balance
Bad debt Bad debt
receivables Proportio Proportio
Amount provision Amount provision
n (%) n (%)
Within 1 year (including 1 year)
including： -- -- -- -- -- --
Within 1 year
137,976,383.04 45.63 4,139,291.49 153,994,058.92 36.18 4,619,821.77
(including 1 year)
Sub-total (Within 1
137,976,383.04 45.63 4,139,291.49 153,994,058.92 36.18 4,619,821.77
year)
1-2 years(including 2
38,838,495.98 12.84 1,165,154.88 5,654,629.94 1.33 169,638.90
year)
2-3 years(including 3
241,117.09 0.08 14,467.03 76,422,460.00 17.95 4,585,347.60
year)
3-4 years(including 4
15,568,237.30 5.15 3,113,647.46 53,323,414.86 12.53 10,664,682.98
year)
4-5 years(including 5
9,608,414.86 3.18 1,921,682.97 20,921,887.46 4.92 4,184,377.49
year)
Above 5 years 100,177,771.58 33.12 100,177,771.58 115,331,966.29 27.09 115,331,966.29
Total 302,410,419.85 -- 110,532,015.41 425,648,417.47 -- 139,555,835.03
In the groups, accounts receivable adopting balance percentage method to withdraw bad debt provision
□ Applicable √ Not applicable
In the groups, accounts receivable adopting other methods to accrue bad debt provision
□ Applicable √ Not applicable
Accounts receivable with insignificant single amount for which bad debt provision separately accrued
√ Applicable □ Not applicable
Bad debt Proportio
Company Closing balance Reasons for provision
provision n (%)
Dongfang Xiwang 1,140,000.00 362,400.00 31.79 The Company is required to bear part of the
105
2012 Annual Report of Wuhan Boiler Company Limited
Baotou Xitu Aluminium subsequent costs and thus the receivable
Co., Ltd. amount is not expected to be fully
recoverable
China National
The retention money is difficult to be
Machinery Import and 8,173,446.10 8,173,446.10 100
received due to the quality issues.
Export Corporation
Datang Liaoyuan Power
19,490,000.00 4,800,000.00 24.63 Deduction for equipment quality issues
Plant
Shanxi Datang
International Yungang 18,612,000.00 12,853,600.00 69.06 Deduction for equipment quality issues
Thermal Power Co., Ltd.
Gansu Datang Xigu The retention money is difficult to be
12,952,460.00 12,952,460.00 100 received due to the quality issues.
Thermoelectric Co., Ltd
Gansu Diantou Jinchang The retention money is not expected to be
580,000.00 580,000.00 100
Generating Co., Ltd. fully received
Total 60,947,906.10 39,721,906.10 -- --
(2) Accounts receivable reversed or collected in the report period
Bad debt provision
Reason for reversed or Basis for bad Amount reversed
Item before reversal or
collected debt provision or collected
collection
Management took measures
Dongfang Electrics
to strengthen the collection Aging above 5
Group Beijing Branch 250,000.00 250,000.00
and increase collection years
efforts
Management took measures
Shuangyashan to strengthen the collection Aging above 5
2,800,000.00 2,800,000.00
Thermopower Co.Ltd and increase collection years
efforts
Management took measures
Shanxi Hexiang Project
to strengthen the collection Aging above 5
Management Co., Ltd. 4,439,000.00 4,439,000.00
and increase collection years
efforts
Shanxi Hongdong
Management took measures
Huashi Thermopower
to strengthen the collection Aging above 5
Co., Ltd. 4,807,084.15 4,807,084.15
and increase collection years
efforts
Management took measures
Shanxi Lu'an Yuwu
to strengthen the collection Aging above 5
Thermopower Co., Ltd. 1,050,000.00 1,050,000.00
and increase collection years
efforts
Xinxiang Yuxin Management took measures Aging above 5 4,300,000.00 4,300,000.00
106
2012 Annual Report of Wuhan Boiler Company Limited
Generating Co.,Ltd. to strengthen the collection years
and increase collection
efforts
Xinjiang Huadian Management took measures
Changji Thermopower to strengthen the collection Aging above 5
1,300,000.00 1,300,000.00
Company and increase collection years
efforts
Total -- -- 18,946,084.15 --
Accounts receivable with significant single amount or insignificant single amount for which separately made
impairment test at the end of report period: none.
Notes to accounts receivable with insignificant single amount but large risks of groups after grouping by credit
risks characteristics: none.
(3)The write-off accounts receivable: none.
(4) Particulars about accounts receivable due to shareholders holding 5% (including 5%) voting rights of
the Company
□ Applicable √ Not applicable
(5) Information of top 5 accounts receivable:
Unit: RMB Yuan
The relationship Proportion(
Company Amount Age
with the Company %)
Alstom Power Inc. Affiliated 74,032,613.97 74,002,417.99 within 17.78
1 year, 30,195.98 for
1-2 years
Guodian Xi‘an Thermal Power Non-affiliated 61,708,600.00 30,854,300.00 within 14.82
Preparatory Office 1 year; 30,854,300.00
for 1-2 years
Shanxi Zhengxin Group Co., Ltd. Non-affiliated 39,820,000.00 Over 5 years 9.57
Guodian Lanzhou Thermopower Co., Non-affiliated 28,103,300.00 1-2 years 6.75
Ltd.
Dongfang Xiwang Baotou Xitu Non-affiliated 24,820,000.00 12,910,000.00 for 3-4 5.96
Aluminium Co., Ltd. years; 11,910,000.00
for 4-5 years
Total 228,484,513.97 54.88
(6) The amounts due from related parties
Unit: RMB Yuan
Company The relationship with the Company Amount Proportion
Wuhan Boiler (Group) Special A subsidiary of the second largest shareholder 4,854,995.28 1.17
Boiler Engineering Co., Ltd.
ALSTOM Boiler Deutschland A subsidiary of the ultimate holding company 128,017.09 0.03
GmbH
107
2012 Annual Report of Wuhan Boiler Company Limited
Alstom Power Inc. A subsidiary of the ultimate holding company 74,032,613.97 17.78
Alstom Estonia AS A subsidiary of the ultimate holding company 6,508,665.06 1.56
Total 85,524,291.40 20.54
(7) Information of accounts receivable that terminated recognition
□ Applicable √ Not applicable
(8) If securitization is carried out on accounts receivable as the underlying assets, please list amount of
assets and liabilities arising from further involvement
□ Applicable √ Not applicable
4. Other accounts receivable
(1) Other accounts receivable disclosed by type:
Unit: RMB Yuan
Closing balance Opening balance
Provision for doubtful Provision for doubtful
Balance Balance
debts debts
Category
Propo Propo Propo Propo
rtion
Amount rtion Amount rtion Amount rtion Amount
(%)
(%) (%) (%)
Other accounts
receivable that is
individually
significant for 26,673,222.30 19.73 26,673,222.30 100 26,673,222.30 19.1 26,673,222.30 100
which provisions
for bad debts
separately accrued
Other accounts receivable that provisions for bad debts by group
Group 1 (using
85,732,784.31 63.42 15,516,126.79 18.1 85,239,498.12 61.03 7,124,402.55 8.36
aging analysis)
Group 1 (No bad
debt provision for
20,139,373.00 14.9 25,121,744.82 17.98
account
receivables)
Subtotal of group 105,872,157.31 78.32 15,516,126.79 14.66 110,361,242.94 79.01 7,124,402.55 6.46
Other accounts
receivable that is
individually
insignificant for 2,636,308.95 1.95 2,636,308.95 100 2,636,308.95 1.89 2,636,308.95 100
which bad debts
provision
separately accrued
Total 135,181,688.56 -- 44,825,658.04 -- 139,670,774.19 -- 36,433,933.80 --
Notes for categories of other accounts receivable:
108
2012 Annual Report of Wuhan Boiler Company Limited
Other closing accounts receivable that is individually significant and provisions for bad debts individually.
√ Applicable □ Not applicable
Unit: RMB Yuan
Closing Bad debt Propo
Item Note
balance provision rtion
Projects are suspended and the amount is not
Shanxi Zhenxing Group 6,722,635.46 6,722,635.46 100
expected to be recoverable
Shandong Luneng Material Projects are suspended and the amount is not
19,950,586.84 19,950,586.84 100
Group Co. Limited expected to be recoverable
Total 26,673,222.30 26,673,222.30 -- --
In the group, other accounts receivable that provision for bad debts by aging analysis:
√ Applicable □ Not applicable
Unit: RMB Yuan
Closing balance Opening balance
Balance
Aging of receivables Bad debt
Proportio Proportio Balance
Amount provision Amount
n (%) n (%)
Within 1 year (including 1 year)
Including:
Within 1 year (including 1
5,578,704.67 6.51 167,361.14 4,416,898.14 5.18 132,506.94
year)
Sub-total (Within 1 year) 5,578,704.67 6.51 167,361.14 4,416,898.14 5.18 132,506.94
1-2 years(including 2 year) 1,938,083.66 2.26 58,142.51 4,580,229.37 5.37 137,406.88
2-3 years(including 3 year) 2,518,400.37 2.94 151,104.02 63,012,895.74 73.93 3,780,773.75
3-4 years(including 4 year) 63,012,895.74 73.5 12,602,579.15 12,684,699.87 14.88 2,536,939.98
4-5 years(including 5 year) 12,684,699.87 14.79 2,536,939.97 10,000.00 0.01 2,000.00
Above 5 years 534,775.00 0.63 534,775.00
Total 85,732,784.31 -- 15,516,126.79 85,239,498.12 -- 7,124,402.55
In the group, other accounts receivable that provision for bad debts by balance percentage:
□ Applicable √ Not applicable
In the group, other accounts receivable that provision for bad debts by other methods:
√ Applicable □ Not applicable
Unit: RMB Yuan
Group name Closing balance Bad debt provision
No bad debt provision for account receivables 20,139,373.00 0.00
Total 20,139,373.00 0.00
Other closing individually insignificant but provisions for bad debts individually accounts receivable:
√ Applicable □ Not applicable
109
2012 Annual Report of Wuhan Boiler Company Limited
Unit: RMB Yuan
Company Closing balance Bad debt provision Proportion Reason
3RC Company Limited 336,604.05 336,604.05 100 Bankruptcy
Pingtai Power Development Co.,LTD 424,514.70 424,514.70 100 Project suspended
Henan Dengfeng Xiangyang Power
32,430.77 32,430.77 100 Project suspended
Co.,Ltd
Qindao Houhai Themal Power
518,227.71 518,227.71 100 Project suspended
Co.,Ltd
Jiangsu Wangda Paper Co.,Ltd 723,504.31 723,504.31 100 Project suspended
Qingtongxia Aluminium Co.,Ltd 5,736.41 5,736.41 100 Project suspended
Difficult to execute
Henan Zhongmai Power Co.,Ltd 173,411.00 173,411.00 100
the court judge
Shanmenxia Huineng Themal Power Difficult to execute
143,897.00 143,897.00 100
Co.,Ltd the court judge
Difficult to execute
Shanxi Zhenxin Group Co.,Ltd 277,983.00 277,983.00 100
the court judge
Total 2,636,308.95 2,636,308.95 100 --
(2) Information of other accounts receivable reversed or recovered in the report period
Individually significant or insignificant closing balances for which but impairment test individually made: none.
Notes of individually insignificant but was of big risk after grouped by credit risk other accounts receivable: none.
(3) Information of other accounts receivable written off in the report period
Unit: RMB Yuan
Nature of Whether arising
Date of
Name of company other accounts Amount Reason from related-party
written off
receivable transactions or not
Subsidiary cancelled,
Wuyu Alloy Plant Loan 2012/04/30 504,775.00 No
not recoverable
Wuhan Boiler Group Subsidiary cancelled,
Power Machinery Sale of goods 2012/04/30 30,000.00 No
not recoverable
Manufacturing Co.,Ltd
Wuhan Boiler Steel Subsidiary cancelled,
Deposit 2012/04/30 10,000.00 No
Structure Plant not recoverable
Total -- -- 544,775.00 -- --
Notes of written-off of other accounts receivable:
In Apr 2012, the business registration certificate of Wuhan Boiler Boyu Industrial Co.,Ltd is cancelled, it is not
included in the consolidation scope at the end of the reporting period.
(4) Accounts receivable is due from shareholders with more than 5% (including 5%) of the voting shares of
the Company
Unit: RMB Yuan
Closing balance Opening balance
Company Bad debt Bad debt
Amount Amount
provision provision
110
2012 Annual Report of Wuhan Boiler Company Limited
Wuhan Boiler (Group) Co., Ltd. 64,030,488.11 12,895,907.62 64,030,488.11 4,586,848.27
Alstom (China) Investment Co.,
Ltd. 3,200,336.47 190,807.11 3,529,700.20 105,891.01
Total 67,230,824.58 13,086,714.73 67,560,188.31 4,692,739.28
(5) Nature or details of other significant accounts receivable
Unit: RMB Yuan
Proportion of
Name of company Amount Nature or details of the amount
the total (%)
Wuhan Boiler Group Co., compensation for the relocation of the old
64,030,488.11 47.37
Ltd. factory
Total 64,030,488.11 -- 47.37
Notes, this is relocation compensation of old plant
(6)Information of top five other accounts receivable
Unit: RMB Yuan
Company The relationship Amount Aging Proportion of
with the the total (%)
Company
Wuhan Boiler (Group) Co., Ltd. The company's 64,030,488.11 4-5 years 47.37
second-largest
shareholder
Shandong Luneng Material Group Non-affiliated 25,659,390.26 3-4 years 18.98
Co. Limited
Donghu Development Zone Non-affiliated 10,774,265.00 4-5 years 7.97
Committee
Shanxi Zhengxin Group Co., Ltd. Non-affiliated 6,722,635.47 Over 5 years 4.97
ALSTOM Boiler Deutschland A subsidiary of 3,558,987.14 1,629,406.48 within 1 2.63
GmbH the ultimate year, 1,929,580.66 for
holding company 1-2 years
Total 110,745,765.98 81.92
(7)Information of the amounts due from related parties
Unit: RMB Yuan
The relationship with the
Name of company Amount Proportion
Company
ALSTOM (China) Investment Co. Ltd Controlling shareholder 3,200,336.47 2.37
ALSTOM (Wuhan) Engineering & A subsidiary of the ultimate 1,250,711.46 0.93
Technology Co., Ltd. holding company
ALSTOM Boiler Deutschland GmbH A subsidiary of the ultimate 3,558,987.14 2.63
holding company
ALSTOM (Switzerland) Ltd A subsidiary of the ultimate 568,373.05 0.42
holding company
ALSTOM Power Inc. A subsidiary of the ultimate 36,157.65 0.03
111
2012 Annual Report of Wuhan Boiler Company Limited
holding company
ALSTOM Power Systems SA A subsidiary of the ultimate 1,314,304.59 0.97
holding company
Wuhan Boiler (Group) Co., Ltd. Second largest shareholder 64,030,488.11 47.37
Wuhan Boiler (Group) Yuntong Co., Ltd. Subsidiary of Second largest 10,171.01 0.01
shareholder
Wuhan Boiler (Group) Valve Co., Ltd. Subsidiary of Second largest 240,571.49 0.18
shareholder
Total 74,210,100.97 54.91
(8) Information of other accounts receivable that terminated recognition
□ Applicable √ Not applicable
(9) If securitization is carried out on other accounts receivable as the underlying assets, please list amount
of assets and liabilities arising from further involvement
□ Applicable √ Not applicable
5. Prepayment
(1) List by aging analysis:
Unit: RMB Yuan
Closing balance Opening balance
Aging Proportion Proportion
Amount Amount
(%) (%)
Less than 1 year (including 1 year) 98,370,274.91 83.52 21,345,726.59 54.73
1 year to 2 years (including 2 years) 8,884,617.96 7.55 616,453.62 1.58
2 years to 3 years (including 3 years) 616,453.62 0.52 17,039,052.56 43.68
Over 3 years 9,904,791.02 8.41 4,200.00 0.01
Total 117,776,137.51 -- 39,005,432.77 --
Notes, The prepayments aged more than 1 year was for the contract purchase which has not yet to settle.
(2)Details of the top 5 prepayment
Unit: RMB Yuan
Name of company The relationship with the Amount Aging Reasons
Company
Shanghai MATSUO Steel Structure Non-affiliated 32,458,816.21 2012-12-12 Project has not
Co., Ltd. yet completed
ALSTOM Technical Services A subsidiary of the 16,355,000.00 2011-05-15 Project has not
(Shanghai) ultimate holding company yet completed
Howden Hua Engineering Co., Ltd. Non-affiliated 11,809,500.00 2012-12-10 Project has not
yet completed
Changzhi Tsinghua Steel Structure Non-affiliated 10,145,961.49 Project has not
2011-06-16
Limited Company yet completed
SUMITOMO Corporation Non-affiliated 9,949,702.43 Project has not
(Shanghai) Ltd. 2012-11-12
yet completed
Total 80,718,980.13
112
2012 Annual Report of Wuhan Boiler Company Limited
Notes, the prepayment is mainly the material purchasing
(3) There was no amount due from shareholders with more than 5% (including 5%) of the voting shares of
the Company in prepayment
(4) Notes of prepayment
Closing balance of prepayment increased 201.95% as compared to last year, mainly due to the increase in the
volume of materials purchased for projects.
6. Inventory
(1)Categories
Unit: RMB Yuan
Closing balance Opening balance
Category Impairment of Impairment of
Original value Book value Original value Book value
inventories inventories
Raw
131,734,181.51 28,330,047.16 103,404,134.35 251,754,730.97 77,838,517.97 173,916,213.00
materials
Constructio
n contract 65,867,615.17 26,173,583.79 39,694,031.38 152,978,904.28 86,778,194.79 66,200,709.49
assets
Total 197,601,796.68 54,503,630.95 143,098,165.73 404,733,635.25 164,616,712.76 240,116,922.49
(2)Impairment of inventories
Unit: RMB Yuan
Decrease
Category Opening balance Increase Closing balance
Reversal Written off
Raw materials 77,838,517.97 4,716,335.21 54,224,806.02 28,330,047.16
Construction
86,778,194.79 23,136,290.28 83,740,901.28 26,173,583.79
contract assets
Total 164,616,712.76 27,852,625.49 137,965,707.30 54,503,630.95
(3)Details of provision for falling price of inventories
Proportion of reversal of
Basis on provision for falling price Reasons for provision for impairment of
Item
of inventories reversal inventories to closing
balance
Raw materials Net realizable value in the market
Construction contract
Expected loss from contract loss
assets
Note 1: Raw material decreasing 47.67% mainly due to increase of raw materials used in construction projects this
year. The construction contract assets decrease 56.94%, which is because the main projects are completed or closed
and the construction contracts assets are released.
Note 2: The write-off of the raw materials is due to the disposal of previously impaired raw materials and
transferring to project costs.
113
2012 Annual Report of Wuhan Boiler Company Limited
Note 3: The construction contract assets write-off is due to release of contract loss provision as the project
completion or close.
7. Investment properties
(1) Investment properties measure by cost method
Not applicable
(2) Investment properties measure by fair value method
Not applicable
8. Fixed assets
(1)Fixed assets details:
Unit: RMB Yuan
Item Opening Increase Decrease Closing balance
balance
I. Total original book value 939,919,239.58 16,884,104.34 362,067.85 956,441,276.07
Including: Property and building 518,974,561.23 3,178,825.90 522,153,387.13
Machineries 381,755,907.80 12,727,123.04 159,468.25 394,323,562.59
Vehicles 1,330,874.64 187,000.00 1,143,874.64
Electronic equipment and office
37,857,895.91 978,155.40 15,599.60 38,820,451.71
equipment
Opening Withdraw
-- Increase Decrease Closing balance
balance this period
II. Accumulated depreciation: 170,648,724.33 42,094,269.15 315,691.47 212,427,302.01
Including: Property and building 28,658,679.63 13,017,567.45 41,676,247.08
Machineries 124,147,740.04 20,139,823.63 148,590.00 144,138,973.67
Vehicles 718,153.86 145,960.06 154,913.18 709,200.74
Electronic equipment and office
17,124,150.80 8,790,918.01 12,188.29 25,902,880.52
equipment
Opening
-- -- Closing balance
balance
III. The net book value of fixed
769,270,515.25 -- 744,013,974.06
assets
Including: Property and building 490,315,881.60 -- 480,477,140.05
Machineries 257,608,167.76 -- 250,184,588.92
Vehicles 612,720.78 -- 434,673.90
Electronic equipment and office
20,733,745.11 -- 12,917,571.19
equipment
--
IV. Total impairment provision 2,468,084.52 -- 2,427,234.66
Machineries 2,307,942.56 -- 2,307,942.56
114
2012 Annual Report of Wuhan Boiler Company Limited
Vehicles 102,424.14 -- 61,574.28
Electronic equipment and office
57,717.82 -- 57,717.82
equipment
V. Total book value of fixed assets 766,802,430.73 -- 741,586,739.40
Including: Property and building 490,315,881.60 -- 480,477,140.05
Machineries 255,300,225.20 -- 247,876,646.36
Vehicles 510,296.64 -- 373,099.62
Electronic equipment and office
20,676,027.29 -- 12,859,853.37
equipment
--
Depreciation amount of this report period was RMB42, 094,269.15; RMB3, 350,424.91 was transferred into fixed
assets from construction project.
(2) Fixed assets idled
□ Applicable √ Not applicable
(3) Fixed assets leased in from financing lease
□ Applicable √ Not applicable
(4) Fixed assets leased out from operation lease
□ Applicable √ Not applicable
(5) Details of holding-for-sale fixed assets at period-end
□ Applicable √ Not applicable
(6) Details of fixed assets failed to accomplish certification of property
Item Reason Estimated accomplish date
In progress of approval of certificate of
New plant and office building 2013
property
Notes for details of fixed assets in progress of accomplishing certification of property Unit: RMB Yuan
Progress of accomplishing certification of
Item Category Cost
property
New plant Building 429,257,163.42 Applied, in the process of examine and approve
Main office building Building 75,524,762.67 Applied, in the process of examine and approve
Ancillary building Building 12,797,806.28 Applied, in the process of examine and approve
Total 517,579,732.37
9. Construction in progress
(1) General information
Unit: RMB Yuan
115
2012 Annual Report of Wuhan Boiler Company Limited
Closing balance Opening balance
Item Book Impairment Book Impairment
Book value Book value
balance provision balance provision
Equipment for New base
1,562,224.98 1,562,224.98 2,398,543.47 2,398,543.47
of the Company
Total 1,562,224.98 1,562,224.98 2,398,543.47 2,398,543.47
(2) Significant changes in construction in progress, a
116
2012 Annual Report of Wuhan Boiler Company Limited
Unit: RMB Yuan
Sou
Project Including:
Proje Including: rce
input capitalizatio Capitalizatio
Opening Transferred to Other ct Capitalizat of Closing
Name of project Budget Increase percent n of n of interest
balance fixed assets decrease proce ion of fun balance
age of interest this rate (%)
ss interest din
budget period
g
1.Newly
established base 1,690,500.00 1,690,500.00
of the company
2.Equipment for
New base of the 2,398,543.47 823,606.42 1,659,924.91 64,476.10 1,562,224.98
Company
3.Purchased
1,956,936.46 1,956,936.46
technology
Total 2,398,543.47 4,471,042.88 3,350,424.91 1,956,936.46 -- -- -- -- 1,562,224.98
117
2012 Annual Report of Wuhan Boiler Company Limited
Significant changes in construction in progress b
Accumulated amount Including: Interest
Budget
Project Financial source % of budget of interest capitalized capitalized in the
RMB(,000)
current year
1.Newly 500,700. Self-financing, 100% 19,649,371.90
established base of loan
the company:
2.Equipment for 400,000. Self-financing, 100% 8,999,350.34
new base of the loan
company
Total 900,700. 28,648,722.24
(3) Impairment of construction in progress
As of December 31, 2012, the construction in progress does not have indication of impairment, therefore no
impairment provided for construction in progress.
(4) Details of procedures of significant construction in progress
Project Progress Remark
New base construction The new base is completed and in
use
Equipment purchased for new base All of equipment are in use
(5）Notes of construction in progress
Note 1: The balance of the construction in progress at the end of the period decreases 34.87%. This is due to
capitalization to fixed assets and intangible assets upon the acceptance and handling over of the assets, the
completion of technology transfer and the completion of newly established base.
Note 2: By 31 December 2012, newly established base has been fully completed.
10. Intangible assets
(1) Details of intangible assets
Unit: RMB Yuan
Item Opening balance Increase Decrease Closing balance
I. Total original book value 149,249,188.70 2,062,882.34 151,312,071.04
Land use right 41,599,836.72 41,599,836.72
Proprietary technology 91,294,640.41 1,956,936.46 93,251,576.87
Software 16,354,711.57 105,945.88 16,460,657.45
II. Total accrued amortization 63,413,874.36 7,929,382.37 71,343,256.73
Land use right 3,055,423.82 831,893.80 3,887,317.62
Proprietary technology 47,380,537.87 4,606,298.11 51,986,835.98
118
2012 Annual Report of Wuhan Boiler Company Limited
Software 12,977,912.67 2,491,190.46 15,469,103.13
III. Total net book value of intangible
85,835,314.34 -5,866,500.03 79,968,814.31
assets
Land use right 38,544,412.90 -831,893.80 37,712,519.10
Proprietary technology 43,914,102.54 -2,649,361.65 41,264,740.89
Software 3,376,798.90 -2,385,244.58 991,554.32
IV. Total impairment provision 0.00 0.00
Land use right 0.00 0.00
Proprietary technology 0.00 0.00
Software 0.00 0.00
Total book value of intangible assets 85,835,314.34 -5,866,500.03 79,968,814.31
Land use right 38,544,412.90 -831,893.80 37,712,519.10
Proprietary technology 43,914,102.54 -2,649,361.65 41,264,740.89
Software 3,376,798.90 -2,385,244.58 991,554.32
RMB 7,929,382.37 Amortized in the report period.
(2) Company development expense
Unit: RMB Yuan
Decrease
Recognized into
Item Opening balance Increase Recognized as Closing balance
current
intangible assets
gains/losses
Total 0.00 0.00 0.00 0.00 0.00
Development expense percentage of total expenditure of R&D projects in the report period: 0%
Percentage intangible assets arising from inner R&D of the Company of closing book value of intangible assets:
0%
Notes of R&D projects of the Company, those that includes individual value of more than RMB 1 million and
recognized with a basis of assessed value, please disclose name of evaluation authority and method of evaluation:
not applicable.
11. Deferred tax assets and liabilities
(1) Deferred income tax assets and liabilities that have been recognized
Unit: RMB Yuan
Item Closing balance Opening balance
Deferred tax assets：
Impairment of assets 57,549,250.74 80,882,420.54
Sub-total 57,549,250.74 80,882,420.54
Deferred tax liabilities：
Unrecognized deferred income tax assets
Unit: RMB Yuan
Item Closing balance Opening balance
Deductible temporary differences 95,744,871.68 156,695,381.00
119
2012 Annual Report of Wuhan Boiler Company Limited
Deductible tax losses 1,230,641,375.83 1,383,594,551.62
Total 1,326,386,247.51 1,540,289,932.62
The tax losses unrecognized as deferred tax assets will expire in the following year
Unit: RMB Yuan
Year Closing balance Opening balance Notes
2012 322,036,470.99
2013 300,367,116.96 300,367,116.96
2014 364,372,073.45 364,372,073.45
2015 138,617,290.31 138,617,290.31
2016 258,201,599.91 258,201,599.91
2017 169,083,295.20
Total 1,230,641,375.83 1,383,594,551.62 --
Temporary difference
Unit: RMB Yuan
Temporary difference
Item
Closing balance Opening balance
Taxable differences
Sub-total
Deductible temporary difference
1、Provision for bad debt 201,596,184.50 234,283,402.84
2、Impairment of inventories 26,173,583.79 86,778,194.79
3、Impairment of fixed assets 2,427,234.66 2,468,084.52
Sub-total 230,197,002.95 323,529,682.15
(2) Deferred tax assets and liabilities are listed as the net value after offset
Unit: RMB Yuan
Closing net value Opening net value
of deductible of deductible
Closing net value Opening net value
temporary temporary
of deferred tax of deferred tax
Item difference or difference or
assets or liabilities assets or liabilities
taxable temporary taxable temporary
after offset after offset
difference after difference after
offset offset
Deferred tax assets 57,549,250.74 80,882,420.54
Closing balance of deferred tax asset decreased by 28.85%, mainly due to decrease in account receivables bad
debts provision arising from good collection and release of contract loss as result of the project execution.
12. List of assets impairment
Unit: RMB Yuan
Item Opening balance Increase Decrease Closing balance
120
2012 Annual Report of Wuhan Boiler Company Limited
Reversal Written off
I. Provision for bad debt 267,468,785.74 -37,032,431.19 536,775.00 229,899,579.55
II. Provision for inventory
164,616,712.76 27,852,625.49 137,965,707.30 54,503,630.95
falling price
III. Impairment provision of
2,468,084.52 40,849.86 2,427,234.66
fixed assets
Total 434,553,583.02 -9,179,805.70 138,543,332.16 286,830,445.16
13. Other non-current assets
Unit: RMB Yuan
Item Closing balance Opening balance
Hedging 9,810,557.57 5,790,508.71
Total 9,810,557.57 5,790,508.71
The hedging instruments have increased 69.42% this year mainly due to increase in the volume of unexpired
forward foreign exchange contracts.
14. Short-term loan
(1) Category
Unit: RMB Yuan
Category Closing balance Opening balance
Entrusted loan 1,705,000,000.00 1,563,000,000.00
Total 1,705,000,000.00 1,563,000,000.00
Notes: The entrusted borrowings are supplied by Alstom (China) Investment Co., Ltd, and the maximum amount
is RMB 1,800,000,000.00.
(2) Loan overdue but not paid back
None
15. Notes payable
Unit: RMB Yuan
Category Closing balance Opening balance
Bank acceptance 42,532,000.00 45,548,201.49
Total 42,532,000.00 45,548,201.49
RMB 42,532,000.00 will be due in next fiscal period.
Notes of notes payable:
There was no notes payable due from shareholders with more than 5% (including 5%) of the voting shares of the
Company.
16. Accounts payable
（1）General information
Unit: RMB Yuan
121
2012 Annual Report of Wuhan Boiler Company Limited
Item Closing balance Opening balance
Within 1 year (including 1 year) 169,807,232.93 148,666,911.64
1-2 years (including 2 years) 40,921,946.03 108,655,871.00
2-5 years (including 5 years) 69,331,799.72 49,185,154.00
Above 5 years 5,377,556.47 2,770,970.00
Total 285,438,535.15 309,278,906.64
(2) The accounts payable to shareholders with more than 5% (including 5%) of the voting shares of the
Company or to related parties
Unit: RMB Yuan
Company Closing balance Opening balance
Alstom Boiler Deutschland GmbH 1,030,026.87 1,003,018.90
ALSTOM Power Inc. 488,787.14 1,176,160.65
ALSTOM s.r.o 11,759.71 989,816.18
ALSTOM (Switzerland) Ltd 20,215.17 331,361.30
ALSTOM Power Energy 29,970.10 10,614.19
ALSTOM Power Service GmbH 84,159.34 11,772,599.40
ALSTOM (China) Investment Co., Ltd. 852,425.05
ALSTOM Technical Services (Shanghai) 4,767,000.00 4,767,000.00
Wuhan Boiler (Group) Yuntong Co., Ltd. 17,440.01 383,570.01
Wuhan Boiler (Group) Valve Co., Ltd. 432,528.34 1,099,530.54
Wuhan Boiler (Group) Special Boiler Engineering Co., Ltd. 19,125,755.73 24,225,755.73
Total 26,860,067.46 45,759,426.90
（3）Accounts payable due for more than 1 year as at the reporting date
Note: The accounts payable aged longer than 1 year is mainly for retrofit processing fees. As the project has yet to
complete, it can‘t be settled until the warranty period of the boiler is expired.
17. Advance from customers
(1) General information
Unit: RMB Yuan
Item Closing balance Opening balance
Advance from project contracts 796,939,508.66 912,493,449.25
Total 796,939,508.66 912,493,449.25
（2）Advanced from customers from shareholders with more than 5% (including 5%) of the voting shares
of the Company or to related parties:
Unit: RMB Yuan
122
2012 Annual Report of Wuhan Boiler Company Limited
Item Closing balance Opening balance
ALSTOM Estonia AS 38,415,853.47
ALSTOM Boiler Deutschland GmbH 344,703,704.47 808,650,445.76
ALSTOM Power Inc. 374,284,067.80
Total 718,987,772.27 847,066,299.23
（3）Advanced from customers with aging over 1 year
Note: Advanced from customers with aging over 1 year, were unsettled contract payments on projects under
execution. According to the Company‘s accounting method on construction contract in progress, the account shall
be carried forward after the settlement of contract payments on construction contract in progress.
18. Payroll payable
Unit: RMB Yuan
Item Opening balance Increase Decrease Closing
balance
I. Salary, bonus, allowance, subsidy 8,862,594.52 119,976,032.71 119,833,772.71 9,004,854.52
II. Employee welfare 31,043.56 -31,043.56
III. Social insurance 25,129,529.16 25,129,529.16
including：①Medical insurance 6,350,876.55 6,350,876.55
②Retirement pension 15,942,101.50 15,942,101.50
③Unemployment insurance 1,567,055.70 1,567,055.70
④injury insurance premium 717,776.65 717,776.65
⑤Pregnancy insurance 551,718.76 551,718.76
IV. Housing fund 6,326,400.00 6,326,400.00
V. Termination benefits
VI. Others 48,786,532.93 2,502,545.08 6,855,321.67 44,433,756.34
Labor union fee and employee
3,115,052.79 2,444,400.21 2,442,921.67 3,116,531.33
education fee
Retirement and internal retirement cost 45,671,480.14 58,144.87 4,412,400.00 41,317,225.01
Total 57,680,171.01 153,903,463.39 158,145,023.54 53,438,610.86
RMB 3,116,531.33 was of labor union fee and employee education fee, RMB0.00 was of non-monetary welfare,
RMB0.00 was of redemption for termination of labor contract.
Arrangement of estimated distribution date and amount on payroll payable:
Closing balance of salary, bonus, allowance, and subsidy was mainly accrued 2012 bonus which is expected to be
paid in Jun next year.
19. Taxes payable
Unit: RMB Yuan
Item Closing balance Opening balance
Value-added tax -94,627,427.90 -112,642,915.78
Business tax 1,060.00 485.87
Personal income tax -5,628.71 17,217.84
Urban maintenance and construction tax 74.20 34.01
123
2012 Annual Report of Wuhan Boiler Company Limited
Levee fee 10.60 4.86
Education surtax 31.80 14.58
Local education development fee 21.20 9.72
Stamp duty 21,729.71 8,638.30
Land use tax 293,334.00
Withholding corporate income tax 3,439,443.40
Total -94,610,129.10 -108,883,733.20
Notes of taxes payable, for those branches and single plants received permission of adjustment from their local tax
authorities on income taxes payable, they shall specified their calculation procedure.
20. Interest payable
Unit: RMB Yuan
Item Closing balance Opening balance
Interest payable on short-term borrowings 2,442,575.34 2,016,270.00
Total 2,442,575.34 2,016,270.00
Notes: Closing balance of interest payable was accrued interest for last 10 days of Dec 2012.
21. Dividends payable
Unit: RMB Yuan
Opening Reason of fail to settle more
Name of company Closing balance
balance than 1 year
HIT East Power Electric Co., Ltd. 108,000.00 108,000.00 The company is in liquidation
West Jiaotong University Star Source 166,000.00 166,000.00 The company is in liquidation
Dynamics
Shanghai Power Equipment Research Institute 144,000.00 144,000.00 The company is in liquidation
Wuhan Urban Environmental Engineering 144,000.00 144,000.00 The company is in liquidation
Company
Total 562,000.00 562,000.00
Notes:
Dividends payable was the unpaid dividend of Wuhan Lanxiang Energy Environmental Protection Technology
Co., Ltd.
22. Other accounts payable
(1) Aging analysis
Unit: RMB Yuan
Item Closing balance Opening balance
Within 1 year (including 1 year) 35,917,697.40 48,453,882.55
1-2 years (including 2 years) 4,917,368.42 34,275,278.72
2-5 years (including 5 years) 19,667,455.28 15,102,114.15
Above 5 years
Total 60,502,521.10 97,831,275.42
124
2012 Annual Report of Wuhan Boiler Company Limited
(2) Other accounts payable to shareholders with more than 5% (including 5%) of the voting shares of the
Company or to related parties
Unit: RMB Yuan
Company Closing balance Opening balance
Wuhan Boiler (Group) Co., Ltd. 974,056.13 974,056.13
ALSTOM Technology Ltd (Switzerland) 30,903,465.60
ALSTOM (Switzerland) Ltd 2,756,251.11 4,258,401.06
ALSTOM (China) Investment Co., Ltd. 1,438,206.83 5,110,602.37
ALSTOM Power INC 515,415.55
ALSTOM IS&T SAS 9,487,835.67 6,054,216.36
ALSTOM Beizhong Power (Beijing) Co.,Ltd 1,356,789.48
ALSTOM Power Ltd 87,948.88
Total 14,744,298.62 49,172,946.55
(3)Notes of the other large amount accounts payable aged more than 1 year.
The other large amount accounts payable aged more than 1 year was mainly the amount collected from employees
on behalf to purchase ALSTOM stocks.
(4) Details of the significant amount of other accounts payable
Unit: RMB Yuan
Item Amount The nature or content
ALSTOM IS&T SAS 9,487,835.67 ITSAS service fee
ALSTOM (Switzerland) Ltd 2,756,251.11 PMX fee
Stock deductions 5,393,612.21 Collected and paid on behalf of others
Total 17,637,698.99
23. Other non-current liabilities
Unit: RMB Yuan
Item Closing book balance Opening book balance
1. Deferred income 12,592,512.00 12,870,288.00
2. Hedged items 8,884,838.41 12,727,399.85
3. Unrecognized finance cost -8,836,934.01 -9,465,682.90
Total 12,640,416.40 16,132,004.95
1.The government subsidies were amortized deferred income related to land use right of new
factory;
2.Closing balance of other non-current liabilities decreased by 30.19%, mainly due to increase in unrealized gain
resulted from unexpired forward contracts.
125
2012 Annual Report of Wuhan Boiler Company Limited
3.The unrecognized financing cost is the discount fees of employee retirement benefits in accordance with the
regulations stipulated in Employee Benefits‘ Accounting Standards
24. Share capital
Unit: ‘0000 shares
Increase / decrease
Opening Capitalizatio Closing
balance New Bonus issue n of surplus Others Subtotal balance
reserves
297,000,000. 297,000,000.
Share
00 00
Notes of changes in share capital, for those action of increasing capital or decreasing capital in the report period,
the Company shall publish name of law firm that conducted capital verification and document number of
verification report; for limited liability companies running for less than three years, only net assets on the
establishing year shall be specified; while for causes of limited liability companies completely changed into
joint-stock company, capital verification on the establishment shall be specified: none.
25. Capital surplus
Unit: RMB Yuan
Item Opening balance Increase Decrease Closing balance
Capital premium (share capital premium) 144,909,718.58 0.00 0.00 144,909,718.58
Other capital surplus 29,749,688.88 0.00 0.00 29,749,688.88
Total 174,659,407.46 0.00 0.00 174,659,407.46
26. Surplus reserve
Unit: RMB Yuan
Item Opening balance Increase Decrease Closing balance
Legal surplus 39,418,356.83 0.00 0.00 39,418,356.83
Total 39,418,356.83 0.00 0.00 39,418,356.83
27. Retained earnings
Unit: RMB Yuan
Extraction or allocation
Item Amount
proportion
Opening balance of retained earnings before adjustments -1,659,956,146.16 --
Adjustments of opening balance of retained earnings (―+‖
-1,659,956,146.16 --
means add, ―-‖ means reduce)
Add: Net profit attributable to owners of the Company -94,341,156.10
Closing retained earnings -1,754,297,302.26 --
List of adjustment of opening retained earnings:
1) RMB0.00 opening retained earnings was affected by retroactive adjustment conducted on Accounting
Standards of Business Enterprises and its relevant new regulations.
126
2012 Annual Report of Wuhan Boiler Company Limited
2) RMB0.00 opening retained earnings was affected by changes on accounting policies.
3) RMB0.00 opening retained earnings was affected by correction of significant accounting errors.
4) RMB0.00 opening retained earnings was affected by changes in combination scope arising from same control.
5) RMB0.00 opening retained earnings was affected by a total of other adjustment.
28. Revenue and Cost of Sales
(1) Revenue, Cost of Sales
Unit: RMB Yuan
Item 2012 Jan-Dec 2011 Jan-Dec
Revenue of main business 744,703,504.02 497,721,814.25
Other operating income 23,898,848.95 20,455,625.45
Cost of sales 711,000,824.88 540,488,213.48
(2)Main business (Classified by industry)
Unit: RMB Yuan
2012 Jan-Dec 2011 Jan-Dec
Industries
Operating revenue Cost of sales Operating revenue Cost of sales
Machinery
744,703,504.02 688,362,569.48 497,721,814.25 503,352,735.72
manufacturing
Total 744,703,504.02 688,362,569.48 497,721,814.25 503,352,735.72
(3)Main business (Classified by product)
Unit: RMB Yuan
2012 Jan-Dec 2011 Jan-Dec
Products
Operating revenue Cost of sales Operating revenue Cost of sales
Boiler and auxiliary 744,703,504.02 688,362,569.48 497,721,814.25 503,352,735.72
Total 744,703,504.02 688,362,569.48 497,721,814.25 503,352,735.72
(4) Main business (Classified by area)
Unit: RMB Yuan
2012 Jan-Dec 2011 Jan-Dec
Area
Operating revenue Cost of sales Operating revenue Cost of sales
Domestic 265,433,128.24 268,016,464.03 292,091,971.02 324,885,642.38
Overseas 479,270,375.78 420,346,105.45 205,629,843.23 178,467,093.34
Total 744,703,504.02 688,362,569.48 497,721,814.25 503,352,735.72
(5)List of the top five customers
Unit: RMB Yuan
Customers Sales of main business Proportion of total revenue
(%)
ALSTOM Power Inc. 262,549,439.35 34.16
Gansu Diantou Yongchang Generating Co., Ltd 194,302,162.48 25.28
127
2012 Annual Report of Wuhan Boiler Company Limited
ALSTOM Boiler Deutschland GmbH 155,422,838.84 20.22
ALSTOM Estonia A.S 84,862,897.74 11.04
Binzhou Beihai New Materials Co., Ltd 42,936,464.12 5.59
Total 740,073,802.53 96.29
Notes
During report period revenue was up 49.62% over last year mainly due to increased project revenue from projects
under execution like Jinchang, Manjung 4 and Sostanj.
29. Revenue from the construction contracts
Unit: RMB Yuan
Recognized
Accumulated
profits to date
Construction
Project Amount (recognized Progress billings
costs incurred to
losses as
date
negative figure)
ALSTOM Power Inc. 846,674,743.10 243,633,330.21 23,601,394.72 267,234,724.93
ALSTOM Boiler 505,059,887.22 275,572,325.67 90,705,499.96 365,022,960.11
Fixed Deutschland GmbH
price Binzhou Beihai New 478,632,478.63 37,818,437.60 5,118,026.52 42,936,464.12
contract Materials Co., Ltd
Gansu Diantou Jinchang 258,974,358.97 214,059,874.84 14,983,945.53 207,179,487.20
Generating Co., Ltd
Shandong Luneng Material 335,811,965.81 252,185,834.38 74,989,406.18 302,230,769.16
Group Co., Ltd
Alstom Estonia AS 96,039,633.66 81,326,282.56 5,191,039.31 74,435,509.50
Other projects 689,463,156.61 516,865,936.04 -66,061,066.00 445,082,737.33
Total 3,210,656,224.00 1,621,462,021.30 148,528,246.22 1,704,122,652.35
30. Business tax and surcharges
Unit: RMB Yuan
Item 2012 Jan-Dec 2011 Jan-Dec Base of payment
Business tax 2,060.00 120,451.16 Refer to VIII (V) 1.
Urban maintenance and construction tax 144.20 8,431.59 Refer to VIII (V) 1.
Education surtax 61.80 3,613.55 Refer to VIII (V) 1.
Levee fee 20.60 1,282.40 Refer to VIII (V) 1.
Local education surtax 41.20 2,409.03 Refer to VIII (V) 1.
Total 2,327.80 136,187.73 --
Notes,
Business tax and surcharges decreases by 98.29% this year, and it is due to the decline in revenue of labor services
in 2012.
128
2012 Annual Report of Wuhan Boiler Company Limited
31. Selling expenses
Unit: RMB Yuan
Item 2012 Jan-Dec 2011 Jan-Dec
Salary & bonus 4,104,359.55 2,339,934.29
Social insurance 506,322.92 447,508.92
Travel expenses 213,911.80 1,420,024.54
Housing fund 132,782.00 111,060.00
Business entertainment expenses 97,712.51 814,811.13
Depreciation 487,849.93 483,452.85
Lease expenses 266,830.68 218,357.76
Others 4,323,744.76 5,429,363.26
Total 10,133,514.15 11,264,512.75
32. Administration Expenses：
Unit: RMB Yuan
Item 2012 Jan-Dec 2011 Jan-Dec
Salary & Benefit 11,166,490.98 13,864,398.23
Social insurance 1,051,280.35 823,113.29
Property tax and Land use tax 3,457,161.38 6,103,099.65
Insurance expenses 1,772,238.71 2,086,724.81
Travel expenses 1,499,133.28 1,988,180.62
Housing fund 229,861.00 208,821.00
Training expenses 261,724.20 310,981.09
Amortization of intangible assets 3,153,000.59 3,261,057.94
Business entertainment expenses 1,035,737.63 1,262,926.94
Depreciation 1,005,135.34 987,736.50
Consultant service expenses 1,602,694.56 1,597,007.86
Lease expenses 1,560,548.58 2,522,297.15
Employee retirement fees and other benefits 73,930.76 -8,253,456.55
Changeover withholding on VAT caused by idle inventory 8,650,032.18
Others 810,594.96 1,559,788.37
129
2012 Annual Report of Wuhan Boiler Company Limited
Total 37,329,564.50 28,322,676.90
Note: Administration expenses increases by 31.80% this year. It‘s mainly due to: 1. Input VAT reverse charges
for impairment provision of obsolete materials; 2. Comparing with that of last year, the reversal of employee
retirement benefits and other benefits decreases this year.
33. Financial costs
Unit: RMB Yuan
Item 2012 Jan-Dec 2011 Jan-Dec
Interest expenses 91,462,500.84 76,039,939.25
Less：Interest income 162,529.26 1,028,516.61
Foreign exchange loss 2,956,985.69 2,143,035.23
Surcharges 416,905.07 780,033.79
Amortization of unrecognized financing charges 612,963.00 672,412.30
Others 2,089,913.70
Total 95,286,825.34 80,696,817.66
34. Gains and losses from changes of fair value
Unit: RMB Yuan
Source 2012 Jan-Dec 2011 Jan-Dec
Hedge accounting 2,356,173.93 -7,075,835.00
Total 2,356,173.93 -7,075,835.00
Notes: The ending balance of Hedging increases by RMB9,432,008.93 in comparison with that of last year. This
is mainly due to increase in the volume of unexpired forward exchange contracts, and the increase in the hedging
gains caused by hedged items.
35. Impairment losses
Unit: RMB Yuan
Item 2012 Jan-Dec 2011 Jan-Dec
Bad debts losses -37,032,431.19 94,502,180.12
Inventory falling price losses 27,852,625.49 38,379,686.80
Total -9,179,805.70 132,881,866.92
Note: Impairment loss decreases 106.91% in comparison with that of last year. It is mainly due to decrease in
doubtful debts provision resulted from increase of accounts receivable collection.
36. Non-operating income
(1) General information
Unit: RMB Yuan
130
2012 Annual Report of Wuhan Boiler Company Limited
Included in current year
Item 2012 Jan-Dec 2011 Jan-Dec non-recurring profit and
loss
Total gains from disposal of
9,102.41 1,957.30 9,102.41
non-current assets
Including ： Gains from disposal of
9,102.41 1,957.30 9,102.41
fixed assets
Government subsidies 277,776.00 283,776.00 277,776.00
Penalty proceeds 420,000.00 26,633.32 420,000.00
Others 1,325,238.98 329,147.88 1,325,238.98
Total 2,032,117.39 641,514.50 2,032,117.39
(2)List of government subsidies
Unit: RMB Yuan
Item 2012 Jan-Dec 2011 Jan-Dec Note
6,000.00
Income base SME growth program: prize money supplied for capital
Asset base 277,776.00 277,776.00 Revenue of land use right of new factory
Total 277,776.00 283,776.00 --
Note: 1. Non-operating gains increases 216.77%, mainly due to Wuhan Boyu Industrial Co., Ltd. deregistered so
as to reverse its payables. 2. The subsidies related to asset base is the deferred income of amortization of land use
right.
37. Non-operating expenses
Unit: RMB Yuan
Included in current year
Item 2012 Jan-Dec 2011 Jan-Dec
non-recurring profit and loss
Loss on disposal of non-current assets 4,605.96 50,666.35 4,605.96
Including: Loss on disposal of fixed assets 4,605.96 50,666.35 4,605.96
Others 8,000.00 8,000.00
Total 12,605.96 50,666.35 12,605.96
Note: The non-operating expenses decreases 75.12% mainly due to reduction in disposal of obsolete fixed assets.
38. Income tax expense
Unit: RMB Yuan
Item 2012 Jan-Dec 2011 Jan-Dec
Deferred tax 23,333,169.80 -18,560,742.70
Total 23,333,169.80 -18,560,742.70
39. Calculation procedure of basic earnings per share and diluted earnings per share
The EPS of the Company calculated according to the requirements of No.9 Compilation Rules for Information
Disclosures by Companies That Offers Securities to the Public - Calculation and Disclosure of Net Return on
Equity and Earnings Per Share (Revision 2010) (Notice of China Securities Regulatory Commission [2010]No.2)
131
2012 Annual Report of Wuhan Boiler Company Limited
and Explanatory Announcement for Information Disclosure by Companies that Issue Securities to the Public No.
1 - Non-recurring Profits and Losses (2008) (Notice of China Securities Regulatory Commission [2008] No.43) is
as follows:
(1) Calculation result
2012 2011
Profit in reporting period Basic EPS Diluted EPS Basic EPS Diluted EPS
Net profit belonging to common shareholders
of the Company (M) -0.32 -0.32 -0.89 -0.89
Net profit belonging to common shareholders
of the Company after deduction of -0.34 -0.34 -0.89 -0.89
non-recurring losses and gains (N)
(2) Calculation process of EPS
Item No. 2012
Net profit belonging to common shareholders of the Company A -94,341,156.10
non-recurring losses and gains B 5,652,887.19
Net profit belonging to common shareholders of the Company after deduction of
C=A-B -99,994,043.29
non-recurring losses and gains
Period-beginning shares in total (S0) D 297,000,000.00
Shares increased because the capital reserve is transferred as share capital or share
E
dividends are distributed (S1)
Shares increased because new shares are issued or liabilities are transferred as shares
F
(Si)
Number of months from the next month after shares are increased because new shares
G
are issued or liabilities are transferred as shares to the end of the reporting period
Shares decreased because shares are repurchased. H
Number of months from the next month after shares are decreased to the end of the
I
reporting period (Mj)
Shares reduced in this reporting period J
Number of months in this reporting period (M0) K 12
L=D+E+
Weighted average number of ordinary shares (II) F×G/K- 297,000,000.00
H×I/K-J
Basic EPS M=A/L -0.32
Basic EPS after deduction of non-recurring loss/gain N=C/L -0.34
(3). Calculation process of diluted EPS is same as basic EPS
40. Notes of Cash Flow Statement
(1) Other cash received relevant to operating activities
No other cash received relevant to operating activities during report period.
132
2012 Annual Report of Wuhan Boiler Company Limited
(2) Other cash paid relevant to operating activities
Unit: RMB Yuan
Item Amount
Energy expenses 1,479,009.90
Food expenses 5,654,889.89
Lease expenses 3,926,798.16
HR expenses 578,812.46
Travel expenses 6,387,911.26
Afforestation expenses 484,400.00
Cleaning service expenses 1,542,475.12
Security expenses 1,236,820.27
IT expenses 928,042.11
Consultant service expenses 2,641,855.50
Business entertainment expenses 1,133,450.14
Maintenance and repair cost 1,823,106.78
Office expenses 74,945.62
Book expenses 162,005.97
Advertising expenses 447,705.00
Others 1,033,286.50
Total 29,535,514.68
(3) Other cash received relevant to investment activities
Unit: RMB Yuan
Item Amount
Including: Interest income 162,529.26
Total 162,529.26
(4) Other cash paid relevant to investment activities
Unit: RMB Yuan
Item Amount
Bank charges 416,905.07
Total 416,905.07
133
2012 Annual Report of Wuhan Boiler Company Limited
(5) Other cash received relevant to financing activities
No other cash received relevant to financing activities during report period.
(6) Other cash paid relevant to financing activities
No other cash paid relevant to financing activities during report period.
41. Supplemental information for Cash Flow Statement
(1) Supplemental information for Cash Flow Statement
Unit: RMB Yuan
Supplemental information 2012 Jan-Dec 2011 Jan-Dec
1. Reconciliation of net profit to net cash flows generated from
operations：
Net profit -94,928,382.44 -263,537,079.89
Add: Provision for assets impairments -147,186,362.86 67,632,463.94
Depreciation of fixed assets, oil-gas assets and productive
42,094,269.15 40,607,295.77
biological assets
Amortization of intangible assets 7,929,382.37 6,687,796.26
Losses/gains on disposal of property, intangible asset and other
-4,496.45 48,709.05
long-term assets (gains: negative)
Losses/gains from variation of fair value (gains: negative) -2,356,173.93 7,075,835.00
Financial cost (income: negative) 95,286,825.34 80,696,817.66
Decrease in deferred tax assets (increase: negative) 23,333,169.80 -18,560,742.70
Decrease in inventory (increase: negative) 207,131,838.57 -43,939,832.28
Decrease in accounts receivable from operating activities
125,166,260.59 12,843,915.27
(increase: negative)
Increase in accounts payable from operating activities (decrease:
-172,782,472.98 -200,308,843.52
negative)
Net cash flows generated from operating activities 83,683,857.16 -310,753,665.44
2. Significant investing and financing activities without
-- --
involvement of cash receipts and payments
3. Change of cash and cash equivalent: -- --
Closing balance of Cash 131,071,052.35 20,388,030.03
Less: opening balance of cash 20,388,030.03 10,491,275.05
The net increase in cash and cash equivalents 110,683,022.32 9,896,754.98
(2)Relevant information of acquisition or disposal of subsidiaries and other operation entities in the report
period
Unit: RMB Yuan
Supplemental information 2012 Jan-Dec 2011 Jan-Dec
I. Relevant information on acquisition of subsidiaries and other
-- --
operation entities:
II. Relevant information on disposal of subsidiaries and other -- --
134
2012 Annual Report of Wuhan Boiler Company Limited
operation entities
2．Cash and cash equivalents received for disposal of subsidiaries
0.00 0.00
and other operation entities
Less: Cash and cash equivalents held by subsidiaries and other
0.00 0.00
operation entities
Current assets 0.00 0.00
Non-current assets 0.00 0.00
Current liabilities 0.00 0.00
Non-current liabilities 0.00 0.00
(3)Composition of cash and cash equivalents
Unit: RMB Yuan
Item Closing balance Opening balance
I. Cash 131,071,052.35 20,388,030.03
Bank deposit on demand 131,071,052.35 20,388,030.03
II. Closing balance of cash and cash equivalents 131,071,052.35 20,388,030.03
(VIII) Related Party Relationships and Transactions
1．Information of the parent company of the Company
Unit: RMB Yuan
The
The
The ultimate
parent
Legal Nature of parent controlli Organiza
Parent Relations Business Registrat Registere company'
Represen the company' ng party tion
company hip Type ion d Capital s
tative business s voting of the Code
sharehol
right (%) Compan
ding (%)
y
ALS Sharehol Foreign- Fifth Dominiq Lawfully USD60,9 51% 51% ALSTO 7109237
TOM der owned floor. ue investing 64,400.0 M 8-2
(China) enterpris QianKun Poulique in fields 0 Holdings
Investme es building , n in which
nt Co., No. 6 , foreign
Ltd. West No investme
6 street, nt is
Sanlitun, permitted
chaoyang by the
district, State
Beijing
2. Information of subsidiaries of the Company
Unit: RMB Yuan
Legal Percent Percen
Business Registered Nature of the Registered Organizatio
Full name Type represe age of tage of
type address business capital n code
ntative Shareh voting
135
2012 Annual Report of Wuhan Boiler Company Limited
olding right
(%) (%)
Wuhan Control Control 586 Guowe Boiler, energy RMB20,0 95% 95% 73753132-
Wuluo
Lan Xiang sharehold sharehold i Yang environmental 00,000.00 4
Rd.,
Power er er Wuhan protection
Environm products, Steel
ental structures,
Protection technology
Technolog research of heat
y energy products
Company and its accessorial
Limited equipment, design,
technical
Consultancy,
technical service,
sales of developed
products, energy
project
(non-construction
project)
3. Information of other related parts of the Company
Company Relationship Organization Code
ALSTOM POWER Inc. A subsidiary of ultimate holding company
ALSTOM Projects India Limited A subsidiary of ultimate holding company
ALSTOM Boiler France A subsidiary of ultimate holding company
ALSTOM Boiler Deutschland GmbH A subsidiary of ultimate holding company
ALSTOM Power Service GmbH A subsidiary of ultimate holding company
PT ALSTOM Power Energy Systems A subsidiary of ultimate holding company
Indonesia
ALSTOM Power Energy A subsidiary of ultimate holding company
ALATOM Estonia AS A subsidiary of ultimate holding company
ALSTOM IS&T SAS A subsidiary of ultimate holding company
ALSTOM Technology Ltd (Switzerland) A subsidiary of ultimate holding company
ALSTOM s.r.o A subsidiary of ultimate holding company
ALSTOM Holdings Ultimate holding company
ALSTOM (Switzerland) Ltd. A subsidiary of ultimate holding company
ALSTOM Sizhou Electric Power Equipment A subsidiary of ultimate holding company 70649461-2
(Qingdao) Co. Ltd.
ALSTOM Beizhong Power (Beijing) Co., A subsidiary of ultimate holding company 76935519-3
Ltd.
ALSTOM (Wuhan) Engineering & A subsidiary of ultimate holding company 77459437-5
Technology Co., Ltd.
ALSTOM (China) Investment Co., Ltd. The company's largest shareholder 71092378-2
136
2012 Annual Report of Wuhan Boiler Company Limited
ALSTOM Technical Services (Shanghai) Co., A subsidiary of ultimate holding company 60742241-0
Ltd.
Wuhan Boiler (Group) Co., Ltd. The second largest shareholder 17771651-4
Wuhan Boiler (Group) Valve Co., Ltd. Subsidiary of the second largest shareholder 30024542-1
Wuhan Boiler (Group) Special Boiler Subsidiary of the second largest shareholder 87769907-3
Engineering Co., Ltd.
4. Related party transactions
(1) Goods purchased, service received and Sales, service provided
Goods purchased and service received
Unit: RMB Yuan
Related parties Details of Rule of price 2012 2011
transaction setting Amount Proportio Amount Proporti
n（%） on（%）
Wuhan Boiler (Group) Boiler parts Market price 40,506.00 0.01
Valve Co., Ltd.
ALSTOM Technical Raw material Market price 24,285,640.99 7.87
Services (Shanghai)
Co., Ltd.
ALSTOM s.r.o Raw material Market price 1,187,674.37 0.39
ALSTOM s.r.o Equipment Market price 267,510.75 0.07
Alstom Power Service Labor service Market price 16,879,708.57 100
GmbH
Alstom Power Energy Raw material Market price 19,355.91 0.01
ALSTOM Boiler France Raw material Market price 60,790.72 0.02 2,837,547.00 0.92
ALSTOM Boiler Raw material Market price 84,159.34 0.02 51,925,074.91 16.84
Deutschland GmbH
Wuhan Boiler (Group) Transport service Market price 1,679,293.00 16.40 4,977,108.90 100
Yuntong Co., Ltd.
Sales and service provided
Unit: RMB Yuan
Related parties Details of Rule of price 2012 2011
transaction setting Amount Proportio Amount Proporti
n（%） on（%）
ALSTOM Estonia A.S Sales of products Market price 84,862,897.74 11.40 1,654,424.15 0.33
ALSTOM Boiler Sales of products Market price 155,422,838.84 20.87 194,912,137.57 39.16
Deutschland GmbH
ALSTOM Boiler Sales of materials Market price 220,432.59 1.05
Deutschland GmbH
ALSTOM (Wuhan) Labor service Market price 2,870,277.82 100 2,592,397.96 100
Engineering &
Technology Co., Ltd.
PT ALSTOM Power Sales of materials Market price 1,028,216.42 6.16
137
2012 Annual Report of Wuhan Boiler Company Limited
energy systems
ALSTOM Power INC. Sales of materials Market price 1,243,445.58 7.45
ALSTOM Power INC. Labor service Market price 1,346,000.50 6.41
ALSTOM Power INC. Sales of products Market price 262,549,439.35 35.26 4,685,285.58 0.94
(2) Information of related party trusteeship/contract
None.
(3) Information of related party lease
None.
(4) Information of related party guarantee
None.
(5)Related party call loan
None.
(6) Information about assets transfer, debt reorganization of related parties
None.
(7)Other related party transaction
Unit: RMB Yuan
Related parties Transactions Amount
ALSTOM (Switzerland) Ltd. PMX supporting fees 2,720,562.24
ALSTOM (Switzerland) Ltd. PDMS software application 406,121.21
service fees
ALSTOM Holdings Training fees 73,489.51
ALSTOM IS&T SAS ITSAS fees 4,972,283.36
ALSTOM (China) Investment Co., Ltd. ITSSC service fees 3,436,203.51
ALSTOM (China) Investment Co., Ltd. Training fees 45,792.00
ALSTOM (Wuhan) Engineering & Technology Co., Ltd. Project Testing fees 272,140.00
ALSTOM (Wuhan) Engineering & Technology Co., Ltd. Translation fees 187,452.00
ALSTOM (Switzerland) Ltd. SAP B1 Financial software cost 89,582.90
138
2012 Annual Report of Wuhan Boiler Company Limited
ALSTOM (China) Investment Co., Ltd entrust China Construction Bank to provide a shareholder‘s entrusted loan
to Wuhan Boiler Co., Ltd. The amount is RMB 1,705,000,000.00 with a floating downward 10% of PBOC
benchmark interest rate. The cumulative interest expense paid in 2012 was RMB 91,462,500.84.
5. Amounts due from/to related parties
Amount due from related parties
Unit: RMB Yuan
Closing balance Opening balance
Provision for
Item Related parties Provision for
Balance Balance doubtful
doubtful debts
debts
Accounts receivable Wuhan Boiler (Group)Special 4,854,995.28 970,999.06 9,954,995.28 1,990,999.06
Boiler Engineering Co., Ltd.
Accounts receivable ALSTOM Power Inc. 74,032,613.97 2,220,978.42 56,139,758.93 1,684,192.77
Accounts receivable ALSTOM Boiler Deutschland 128,017.09 7,681.03 125,629.94 3,768.90
GmbH
Accounts receivable ALSTOM Sizhou Electric 40,000.00 1,200.00
Power Equipment (Qingdao)
Co. Ltd.
Accounts receivable Alstom Estonia AS 6,508,665.06 195,259.95
ALSTOM Technical Services 16,355,000.00 3,260,000.00
Prepayment
(Shanghai) Co., Ltd.
Wuhan Boiler (Group) Co., 64,030,488.11 12,895,907.62 64,030,488.11 4,586,848.27
Other receivables
Ltd.
Other receivables Wuhan Boiler (Group) Valve 240,571.49 48,114.30 240,571.49 14,434.29
Co., Ltd.
Other receivables Wuhan Boiler (Group) 10,171.01 2,034.20 10,171.01 610.26
Yuntong Co., Ltd.
Other receivables ALSTOM Boiler France 1,314,304.59 39,429.14 35,836.70 1,075.10
Other receivables ALSTOM (Switzerland) Ltd. 568,373.05 17,051.19 254,359.93 7,630.80
Other receivables ALSTOM Boiler Deutschland 3,558,987.14 106,769.61 1,929,580.66 57,887.42
GmbH
Other receivables ALSTOM (China) Investment 3,200,336.47 190,807.11 3,529,700.20 105,891.01
Co., Ltd.
Other receivables ALSTOM (Wuhan) 1,250,711.46 37,521.34
Engineering & Technology
Co., Ltd.
Other receivables ALSTOM Power Inc. 36,157.65 1,084.73
Amount due to related parties
Unit: RMB Yuan
Item Related parties Closing balance Opening balance
Accounts payable Wuhan Boiler (Group) Yuntong Co., Ltd. 17,440.01 383,570.01
Accounts payable
Wuhan Boiler (Group) Valve Co., Ltd. 432,528.34 1,099,530.54
139
2012 Annual Report of Wuhan Boiler Company Limited
Accounts payable
Wuhan Boiler (Group)Special Boiler Engineering
Co., Ltd. 19,125,755.73 24,225,755.73
Accounts payable
ALSTOM Technical Services (Shanghai) Co., Ltd. 4,767,000.00 4,767,000.00
Accounts payable
ALSTOM Boiler Deutschland GmbH 1,030,026.87 1,003,018.90
Accounts payable
ALSTOM (China) Investment Co., Ltd. 852,425.05
Accounts payable
ALSTOM Power Inc. 488,787.14 1,176,160.65
Accounts payable
ALSTOM s.r.o 11,759.71 989,816.18
Accounts payable
ALSTOM (Switzerland) Ltd. 20,215.17 331,361.30
Accounts payable
Alstom Power Energy 29,970.10 10,614.19
Accounts payable
Alstom Power Service GmbH 84,159.34 11,772,599.40
Advance from
Alstom Estonia AS
customers 38,415,853.47
Advance from
ALSTOM Boiler Deutschland GmbH
customers 344,703,704.47 808,650,445.76
Other payable
ALSTOM Power Inc. 374,284,067.80
Other payable
Wuhan Boiler (Group) Co., Ltd. 974,056.13 974,056.13
Other payable
ALSTOM (China) Investment Co., Ltd. 1,438,206.83 5,110,602.37
Other payable
ALSTOM Power Inc. 515,415.55
Other payable
ALSTOM IS&T SAS 9,487,835.67 6,054,216.36
Other payable
ALSTOM Beizhong Power(Beijing)Co., Ltd. 1,356,789.48
Other payable
ALSTOM (Switzerland) Ltd. 2,756,251.11 4,258,401.06
Other payable
ALSTOM Power Ltd. 87,948.88
Other payable
ALSTOM Technology Ltd (Switzerland) 30,903,465.60
(IX) Contingency
1. Contingent liabilities and its fiscal effect arising from unsettled lawsuit or arbitration
None.
2. Contingent liabilities and its fiscal effect arising from guarantee offered to other companies
Other contingent liabilities and its fiscal effect: none.
(X) Commitments
1. Significant commitments
(1)Capital commitments
140
2012 Annual Report of Wuhan Boiler Company Limited
Up to 31 December 2012, the commitment related to purchases of long-term assets which the contract were signed
but not reflected in the financial statements amounted to RMB1,580,718.78, USD157,085.00, EUR15,071.50.
(2)Other commitments
Up to 31 December 2012, the performance bond, tender bond, payment guarantee and U.S dollar guarantee issued
by the Company, which remained unexpired, amounted to RMB46,904,860.00, RMB11,000,000.00,
RMB12,156,110.00, and USD3,126,923.00.
2. The performance of previous commitments
(1) Because some contracts were fully performed in 2012, the performance bond RMB 29,563,500.00 and tender
bond RMB 9,200,000.00 were released.
(2)The performance of previous year's capital commitments: the amount of prior year's capital commitments
fulfilled in 2012 was RMB 1, 680,802.35.
(XI) Events after the Balance Sheet Date
1. Notes of significant events after the Balance Sheet Date
None
2.Notes of profit distribution after the Balance Sheet Date
None
3. Notes of other events after Balance Sheet Date
None.
(XII) Notes of other significant events
1.Exchange of non-monetary assets
None
2.Debt reorganization
None
3. Enterprises combination
None
4. Lease
None
5. Closing financial instruments that externally published and able to convert into shares
None
141
2012 Annual Report of Wuhan Boiler Company Limited
6. Details of annuity plan and significant changes
None
7. Other significant events
None
(XIII) Notes of financial statements of parent company
1. Accounts receivable
(1) Accounts receivable by categories
Unit: RMB Yuan
Closing balance Opening balance
Book balance Bad debt provision Book balance Bad debt provision
Category Propo Propo Propo Propo
Amount rtion Amount rtion Amount rtion Amount rtion
(%) (%) (%) (%)
Accounts
receivable with
significant single
amount for which
52,923,300.00 12.83 34,820,000.00 65.79 62,049,078.35 10.38 14,302,475.00 23.05
bad debt
provision
separately
accrued
Accounts receivable for which bad debt provisions are made on the group basis
Group 1 (using
299,694,375.84 72.67 108,332,307.06 36.15 422,516,551.97 70.67 137,823,743.44 32.62
aging analysis)
Subtotal of the
299,694,375.84 72.67 108,332,307.06 36.15 422,516,551.97 70.67 137,823,743.44 32.62
groups
Accounts
receivable with
insignificant
single amount 59,807,906.10 14.5 39,359,506.10 65.81 113,324,678.40 18.95 76,721,578.40 67.7
and individually
withdrawn bad
debt provision
Total 412,425,581.94 -- 182,511,813.16 -- 597,890,308.72 -- 228,847,796.84 --
Notes of category:
Closing accounts receivable that is individually significant and provisions for bad debts individually:
√ Applicable □ Not applicable
Unit: RMB Yuan
Bad debt
Item Closing balance Proportion Note
provision
Guodian Lanzhou Thermopower Difficult to collect due
28,103,300.00 10,000,000.00 35.58
Co., Ltd. to quality issue
142
2012 Annual Report of Wuhan Boiler Company Limited
Dongfang Xiwang Baotou Xitu Difficult to collect due
24,820,000.00 24,820,000.00 100
Aluminium Co., Ltd. to quality issue
Total 52,923,300.00 34,820,000.00 --
In the groups, accounts receivable adopting aging analysis method to accrue bad debt provision:
√ Applicable □ Not applicable
Unit: RMB Yuan
Closing balance Opening balance
Balance Balance
Aging of receivables Bad debt Bad debt
Proportio Proporti
Amount provision Amount provision
n (%) on (%)
Within 1 year (including 1 year)
including： -- -- -- -- -- --
Within 1 year
137,976,383.04 46.04 4,139,291.49 153,994,058.92 36.45 4,619,821.77
(including 1 year)
Sub-total (Within 1
137,976,383.04 46.04 4,139,291.49 153,994,058.92 36.45 4,619,821.77
year)
1-2 years(including 2
38,838,495.98 12.96 1,165,154.88 5,654,629.94 1.34 169,638.90
year)
2-3 years(including 3
241,117.09 0.08 14,467.02 76,422,460.00 18.09 4,585,347.60
year)
3-4 years(including 4
15,568,237.30 5.19 3,113,647.46 52,497,995.28 12.43 10,499,599.06
year)
4-5 years(including 5
8,962,995.28 2.99 1,792,599.06 19,997,589.64 4.73 3,999,517.92
year)
Above 5 years 98,107,147.15 32.74 98,107,147.15 113,949,818.19 26.96 113,949,818.19
Total 299,694,375.84 -- 108,332,307.06 422,516,551.97 -- 137,823,743.44
In the groups, accounts receivable adopting balance percentage method to withdraw bad debt provision
□ Applicable √ Not applicable
In the groups, accounts receivable adopting other methods to accrue bad debt provision
□ Applicable √ Not applicable
Accounts receivable with insignificant single amount for which bad debt provision separately accrued
√ Applicable □ Not applicable
Unit: RMB Yuan
Bad debt Proportion
Company Closing balance Reasons for provision
provision (%)
The retention money is
China National Machinery Import
8,173,446.10 8,173,446.10 100 difficult to be received due to
and Export Corporation
the quality issues.
143
2012 Annual Report of Wuhan Boiler Company Limited
Datang Liaoyuan Power Plant Deduction for equipment
19,490,000.00 4,800,000.00 24.63
quality issues
Shanxi Datang International Deduction for equipment
18,612,000.00 12,853,600.00 69.06%
Yungang Thermal Power Co., Ltd. quality issues
Gansu Datang Xigu The retention money is
12,952,460.00 12,952,460.00 100% difficult to be received due to
Thermoelectric Co., Ltd
the quality issues.
Gansu Diantou Jinchang The retention money is not
580,000.00 580,000.00 100%
Generating Co., Ltd. expected to be fully received
Total 59,807,906.10 39,359,506.10 -- --
(2) Accounts receivable reversed or collected in the report period
Unit: RMB Yuan
Bad debt provision Amount
Basis for bad
Item Reason for reversed or collected before reversal or reversed or
debt provision
collection collected
Dongfang Electrics Management took measures to
Aging above 5
Group Beijing Branch strengthen the collection and 250,000.00 250,000.00
years
increase collection efforts
Management took measures to
Shuangyashan Aging above 5
strengthen the collection and 2,800,000.00 2,800,000.00
Thermopower Co.Ltd years
increase collection efforts
Shanxi Hexiang Project Management took measures to
Aging above 5
Management Co., Ltd. strengthen the collection and 4,439,000.00 4,439,000.00
years
increase collection efforts
Shanxi Hongdong
Huashi Thermopower Management took measures to
Aging above 5
Co., Ltd. strengthen the collection and 4,807,084.15 4,807,084.15
years
increase collection efforts
Shanxi Lu'an Yuwu Management took measures to
Aging above 5
Thermopower Co., Ltd. strengthen the collection and 1,050,000.00 1,050,000.00
years
increase collection efforts
Xinxiang Yuxin Management took measures to
Aging above 5
Generating Co.,Ltd. strengthen the collection and 4,300,000.00 4,300,000.00
years
increase collection efforts
Xinjiang Huadian
Management took measures to
Changji Thermopower Aging above 5
strengthen the collection and 1,300,000.00 1,300,000.00
Company years
increase collection efforts
Total -- -- 18,946,084.15 --
The bad debt provision of accounts receivable with significant single amount or insignificant single amount for
which separately made impairment test at the end of report period: none.
Notes to accounts receivable with insignificant single amount but large risks of groups after grouping by credit
risks characteristics: none.
144
2012 Annual Report of Wuhan Boiler Company Limited
(3) The write-off accounts receivable: none.
(4) Particulars about accounts receivable due to shareholders holding 5% (including 5%) voting rights of
the Company
□ Applicable √ Not applicable
(5) Nature or content of other receivables with significant amount
□ Applicable √ Not applicable
(6) Information of top 5 accounts receivable:
Unit: RMB Yuan
The relationship Proportion
Company Amount Age
with the Company (%)
Alstom Power Inc. Affiliated 74,032,613.97 74,002,417.99 within 1 year,
17.95
30,195.98 for 1-2 years
Guodian Xi‘an Thermal Power Non-affiliated 61,708,600.00 30,854,300.00 within 1 year;
14.96
Preparatory Office 30,854,300.00 for 1-2 years
Shanxi Zhengxin Group Co., Non-affiliated 39,820,000.00 Over 5 years
9.66
Ltd.
Guodian Lanzhou Non-affiliated 28,103,300.00 1-2 years
6.81
Thermopower Co., Ltd.
Dongfang Xiwang Baotou Non-affiliated 24,820,000.00 12,910,000.00 for 3-4 years;
6.02
Xitu Aluminium Co., Ltd. 11,910,000.00 for 4-5 years
Total 228,484,513.97 55.4
(7) The amounts due from related parties
Unit: RMB Yuan
Company The relationship with the Company Amount Proportion
Wuhan Boiler (Group) Special A subsidiary of the second largest shareholder 4,854,995.28
1.18
Boiler Engineering Co., Ltd.
ALSTOM Boiler Deutschland A subsidiary of the ultimate holding company 128,017.09
0.03
GmbH
Alstom Power Inc. A subsidiary of the ultimate holding company 74,032,613.97 17.95
Alstom Estonia AS A subsidiary of the ultimate holding company 6,508,665.06 1.58
Total 85,524,291.40 20.74
(8) Information of accounts receivable that terminated recognition
□ Applicable √ Not applicable
(9) If securitization is carried out on accounts receivable as the underlying assets, please list amount of
assets and liabilities arising from further involvement
□ Applicable √ Not applicable
2. Other accounts receivable
(1) Other accounts receivables by categories
Unit: RMB Yuan
Closing balance Opening balance
Category
Balance Provision for doubtful Balance Provision for doubtful
145
2012 Annual Report of Wuhan Boiler Company Limited
debts debts
Proport Proport Proport Proport
Amount Amount Amount Amount
ion (%) ion (%) ion (%) ion (%)
Other accounts
receivable that is
individually
significant for
26,673,222.30 19.69 26,673,222.30 100 26,673,222.30 19.14 26,673,222.30 100
which provisions
for bad debts
separately
accrued
Other accounts receivable that provisions for bad debts by group
Group 1 (using
85,983,948.17 63.47 15,523,661.71 18.05 84,930,108.98 60.94 6,594,689.12 7.76
aging analysis)
Group 1 (No bad
debt provision
20,183,391.30 14.9 25,121,744.82 18.03
for account
receivables)
Subtotal of group 106,167,339.47 78.37 15,523,661.71 14.62 110,051,853.80 78.97 6,594,689.12 6.00
Other accounts
receivable that is
individually
insignificant for
2,636,308.95 1.94 2,636,308.95 100 2,636,308.95 1.89 2,636,308.95 100
which bad debts
provision
separately
accrued
Total 135,476,870.72 -- 44,833,192.96 -- 139,361,385.05 -- 35,904,220.37 --
Notes for categories of other accounts receivable:
Other closing accounts receivable that is individually significant and provisions for bad debts individually.
√ Applicable □ Not applicable
Unit: RMB Yuan
Closing Bad debt Proport
Item Note
balance provision ion
Projects are suspended and the amount
Shanxi Zhenxing Group 6,722,635.46 6,722,635.46 100%
is not expected to be recoverable
Shandong Luneng Material Group Projects are suspended and the amount
19,950,586.84 19,950,586.84 100%
Co. Limited is not expected to be recoverable
Total 26,673,222.31 26,673,222.31 -- --
In the group, other accounts receivable that provision for bad debts by aging analysis:
√ Applicable □ Not applicable
Unit: RMB Yuan
Aging of receivables Closing balance Opening balance
146
2012 Annual Report of Wuhan Boiler Company Limited
Balance Balance
Bad debt Bad debt
Proporti Proportio
Amount provision Amount provision
on (%) n (%)
Within 1 year (including 1 year)
Including:
Within 1 year
5,594,482.67 6.51 167,834.48 4,652,284.00 5.48 139,568.52
(including 1 year)
Sub-total (Within 1
5,594,482.67 6.51 167,834.48 4,652,284.00 5.48 139,568.52
year)
1-2 years(including
2,173,469.52 2.53 65,204.09 4,580,229.37 5.39 137,406.88
2 year)
2-3 years(including
2,518,400.37 2.93 151,104.02 63,012,895.74 74.19 3,780,773.74
3 year)
3-4 years(including
63,012,895.74 73.28 12,602,579.15 12,684,699.87 14.88 2,536,939.98
4 year)
4-5 years(including
12,684,699.87 14.75 2,536,939.97
5 year)
Above 5 years
Total 85,983,948.17 -- 15,523,661.71 84,930,108.98 -- 6,594,689.12
In the group, other accounts receivable that provision for bad debts by balance percentage:
□ Applicable √ Not applicable
In the group, other accounts receivable that provision for bad debts by other methods:
√ Applicable □ Not applicable
Unit: RMB Yuan
Bad debt
Group name Closing balance Group name
provision
No bad debt provision
No bad debt provision for account receivables 20,183,391.30 0.00
for account receivables
Total 20,183,391.30 0.00 Total
Other closing individually insignificant but provisions for bad debts individually accounts receivable:
√ Applicable □ Not applicable
Unit: RMB Yuan
Closing Bad debt
Company Proportion Reason
balance provision
3RC Company Limited 336,604.05 336,604.05 100% Bankruptcy
Pingtai Power Development Co.,LTD 424,514.70 424,514.70 100% Project suspended
Henan Dengfeng Xiangyang Power Co.,Ltd 32,430.77 32,430.77 100% Project suspended
Qindao Houhai Themal Power Co.,Ltd 518,227.71 518,227.71 100% Project suspended
Jiangsu Wangda Paper Co.,Ltd 723,504.31 723,504.31 100% Project suspended
147
2012 Annual Report of Wuhan Boiler Company Limited
Qingtongxia Aluminium Co.,Ltd 5,736.41 5,736.41 100% Project suspended
Difficult to execute
Henan Zhongmai Power Co.,Ltd 173,411.00 173,411.00 100%
the court judge
Difficult to execute
Shanmenxia Huineng Themal Power Co.,Ltd 143,897.00 143,897.00 100%
the court judge
Difficult to execute
Shanxi Zhenxin Group Co.,Ltd 277,983.00 277,983.00 100%
the court judge
Total 2,636,308.95 2,636,308.95 100% --
(2) No accounts receivable are recovered through other methods like restructuring in the current reporting
period
(3) Information of other accounts receivable written off in the report period: none.
(4) Accounts receivable is due from shareholders with more than 5% (including 5%) of the voting shares of
the Company
Unit: RMB Yuan
Closing balance Opening balance
Company Bad debt
Amount Bad debt provision Amount
provision
Wuhan Boiler (Group) Co., Ltd. 64,030,488.11 12,895,907.62 64,030,488.11 4,586,848.27
Alstom (China) Investment Co., Ltd. 3,200,336.47 190,807.11 3,529,700.20 105,891.01
Total 67,230,824.58 13,086,714.73 67,560,188.31 4,692,739.28
(5) Nature or details of other significant accounts receivable
Unit: RMB Yuan
Proportion
Name of company Amount Nature or details of the amount of the total
(%)
Wuhan Boiler Group Co., Ltd. 64,030,488.11 compensation for the relocation of the old factory 46.3%
Total 64,030,488.11 -- 46.3%
(6)Information of top five other accounts receivable
Unit: RMB Yuan
Company The relationship with the Amount Aging Proportio
Company n of the
total (%)
Wuhan Boiler (Group) Co., Ltd. The company's 64,030,488.11 2-5 years 47.26
second-largest shareholder
Shandong Luneng Material Group Non-affiliated 25,659,390.26 3-4 years 18.94
Co. Limited
Donghu Development Zone Non-affiliated 10,774,265.00 4-5 years 7.95
Committee
Shanxi Zhengxin Group Co., Ltd. Non-affiliated 6,722,635.47 Over 5 years 4.96
ALSTOM Boiler Deutschland A subsidiary of the ultimate 3,558,987.14 1,629,406.48 2.63
148
2012 Annual Report of Wuhan Boiler Company Limited
GmbH holding company within 1 year,
1,929,580.66 for
1-2 years
Total 110,745,765.98 81.74
(7)Information of the amounts due from related parties
Unit: RMB Yuan
Name of company The relationship with the Company Amount Proportion
ALSTOM (China) Investment Co. Ltd Controlling shareholder 3,200,336.47 2.36
ALSTOM (Wuhan) Engineering & A subsidiary of the ultimate holding 1,250,711.46 0.92
Technology Co., Ltd. company
ALSTOM Boiler Deutschland GmbH A subsidiary of the ultimate holding 3,558,987.14 2.63
company
ALSTOM (Switzerland) Ltd A subsidiary of the ultimate holding 568,373.05 0.42
company
ALSTOM Power Inc. A subsidiary of the ultimate holding 36,157.65 0.03
company
ALSTOM Power Systems SA A subsidiary of the ultimate holding 1,314,304.59 0.97
company
Wuhan Boiler (Group) Co., Ltd. Second largest shareholder 64,030,488.11 47.26
Wuhan Boiler (Group) Yuntong Co., Subsidiary of Second largest shareholder 10,171.01 0.01
Ltd.
Wuhan Boiler (Group) Valve Co., Ltd. Subsidiary of Second largest shareholder 240,571.49 0.18
Wuhan Lanxiang Environment A subsidiary of the holding company 295,182.16 0.22
Protection Technology Co., Ltd.
Total
74,505,283.13 55.00
(8) Information of other accounts receivable that terminated recognition
□ Applicable √ Not applicable
(9) If securitization is carried out on other accounts receivable as the underlying assets, please list amount
of assets and liabilities arising from further involvement
□ Applicable √ Not applicable
3. Long-term equity investments
Unit: RMB Yuan
Accounti Initial
Opening Increase/
Company ng investment Closing balance
balance decrease
method cost
Wuhan Lan Xiang Power
Cost
Environmental Protection 14,000,000.00 24,984,500.00 24,984,500.00
method
Technology Company Limited
Wuhan Boiler Bo Yu Industrial Co., Cost 14,249,787.13 14,249,787.13 -14,249,787.13
149
2012 Annual Report of Wuhan Boiler Company Limited
Ltd. method
Total -- 28,249,787.13 39,234,287.13 -14,249,787.13 24,984,500.00
Continued on the table Unit: RMB Yuan
Explanations on
differences
Provisio Withdrawal of
Voting between Cash
Shareholdin n for provision for
Company right shareholding bonus in
g Proportion impairm impairment loss
Proportion proportion and 2012
ent loss in 2012
voting right
proportion
Wuhan Lan Xiang Power
Environmental Protection
95% 95% 0.00 0.00 0.00
Technology Company
Limited
Wuhan Boiler Bo Yu
90% 90%
Industrial Co., Ltd.
Total -- -- -- 0.00 0.00 0.00
Note: The 8th Meeting of the 4th section of Board of Director had approved the resolution, which is Wuhan Boyu
Industrial Co., Ltd. would be closed and in liquidation‘. And the Board of Directors had decided to close and wind
up Wuhan Boyu Industrial Co., Ltd. On April 20th 2012, Wuhan Boiler Boyu Industrial Co., Ltd., went through
the cancellation procedures with Wuhan administrations for industry and commerce. The company wrote off
RMB14, 249,787.13 of long-term equity investment for Wuhan Boyu Industrial Co., Ltd. this year.
4. Revenue and Cost of Sales
(1) Revenue
Unit: RMB Yuan
Item 2012 Jan-Dec 2011 Jan-Dec
Revenue of main business 744,703,504.02 497,721,814.25
Other operating income 23,898,848.95 20,455,625.45
Total revenue 768,602,352.97 518,177,439.70
Cost of sales 711,000,824.88 540,488,213.48
(2)Main business (Classified by industry)
Unit: RMB Yuan
2012 Jan-Dec 2011 Jan-Dec
Industries
Operating revenue Cost of sales Operating revenue Cost of sales
Machinery
744,703,504.02 688,362,569.48 497,721,814.25 503,352,735.72
manufacturing
Total 744,703,504.02 688,362,569.48 497,721,814.25 503,352,735.72
150
2012 Annual Report of Wuhan Boiler Company Limited
(3)Main business (Classified by product)
Unit: RMB Yuan
2012 Jan-Dec 2011 Jan-Dec
Products
Operating revenue Cost of sales Operating revenue Cost of sales
Boiler and auxiliary 744,703,504.02 688,362,569.48 497,721,814.25 503,352,735.72
Total 744,703,504.02 688,362,569.48 497,721,814.25 503,352,735.72
(4) Main business (Classified by area)
Unit: RMB Yuan
2012 Jan-Dec 2011 Jan-Dec
Area
Operating revenue Cost of sales Operating revenue Cost of sales
Domestic 265,433,128.24 268,016,464.03 292,091,971.02 324,885,642.38
Overseas 479,270,375.78 420,346,105.45 205,629,843.23 178,467,093.34
Total 744,703,504.02 688,362,569.48 497,721,814.25 503,352,735.72
(5)List of the top five customers
Unit: RMB Yuan
Customers Sales of main business Proportion of total revenue (%)
ALSTOM Power Inc. 262,549,439.35 34.16
Gansu Diantou Yongchang Generating Co., Ltd 194,302,162.48 25.28
ALSTOM Boiler Deutschland GmbH 155,422,838.84 20.22
ALSTOM Estonia A.S 84,862,897.74 11.04
Binzhou Beihai New Materials Co., Ltd 42,936,464.12 5.59
Total 740,073,802.53 96.29
Notes
During report period revenue was up 49.62% over last year mainly due to increased project revenue from projects
under execution like Jinchang, Manjung 4 and Sostanj.
5. Investment income
(1) List of investment income
Unit: RMB Yuan
Item 2012 Jan-Dec 2011 Jan-Dec
Investment income arising from disposal of
-14,249,787.13 0.00
long-term equity investments
Total -14,249,787.13 0.00
(2) Investment income measured by cost method
Not applicable
(3) Investment income measured by equeity method
Not applicable
151
2012 Annual Report of Wuhan Boiler Company Limited
6. Supplemental information of Cash Flow Statement
Unit: RMB Yuan
Supplemental information 2012 Jan-Dec 2011 Jan-Dec
1. Reconciliation of net profit to net cash flows generated from
operations：
Net profit -102,893,990.69 -263,155,445.70
Add: Provision for assets impairments -147,560,942.76 67,250,983.90
Depreciation of fixed assets, oil-gas assets and productive biological
42,094,269.15 40,607,295.77
assets
Amortization of intangible assets 7,929,382.37 6,687,796.26
Losses/gains on disposal of property, intangible asset and other
-4,496.45 48,709.05
long-term assets (gains: negative)
Losses/gains from variation of fair value (gains: negative) -2,356,173.93 7,075,835.00
Financial cost (income: negative) 95,293,185.66 80,715,188.85
Investment loss (gains: negative) 14,249,787.13
Decrease in deferred tax assets (increase: negative) 23,333,169.80 -18,560,742.70
Decrease in inventory (increase: negative) 207,131,838.57 -43,939,832.28
Decrease in accounts receivable from operating activities (increase:
124,599,679.29 8,451,318.03
negative)
Increase in accounts payable from operating activities (decrease:
-178,221,850.99 -196,690,665.61
negative)
Net cash flows generated from operating activities 83,593,857.16 -311,509,559.43
2. Significant investing and financing activities without involvement of
-- --
cash receipts and payments
3. Change of cash and cash equivalent: -- --
Closing balance of Cash 129,536,056.34 18,949,394.34
Less: opening balance of cash 18,949,394.34 9,827,144.54
The net increase in cash and cash equivalents 110,586,662.00 9,122,249.80
(XIV) Supplemental information
1. Return on equity and earnings per share
Unit: RMB Yuan
Profit in 2012 The weighted EPS
average ROE (%) Basic EPS Diluted EPS
Net profit attributable to the Company's common stock
-7.9% -0.32 -0.32
shareholders
Net profit after deducting non-recurring gains and losses
attributable to shareholders of the Company's common -8.38% -0.34 -0.34
stock
2. Explanation on abnormal conditions of items in main accounting statements of the Company and reasons
Balance sheet Closing balance Opening balance Ratio of Reasons for change
152
2012 Annual Report of Wuhan Boiler Company Limited
item change
Cash and cash increase in the collection of accounts
133,682,569.38 22,999,242.02 481.25
equivalent receivables and the delay of the payments
decrease in the collection of notes
Notes receivable 16,778,857.08 30,800,000.00 -45.52
receivable
Accounts
231,207,704.44 371,210,285.79 -37.72
receivable strengthen the collection
Prepayment 117,776,137.51 39,005,432.77 201.95 increase in the volume of project materials
purchase
Decrease of raw materials used in projects
Inventory 143,098,165.73 240,116,922.49 -40.40 this year and CCIP for project billings this
year.
the company pays the technology service
Other payable 60,502,521.10 97,831,275.42 -38.16
fee
Other
non-current 9,810,557.57 5,790,508.71 69.42 Increase of FV gain from unexpired FX
assets contracts.
153
2012 Annual Report of Wuhan Boiler Company Limited
Ratio of
Profit/loss item 2012 2011 change Reasons for change
Income increase from the construction
contracts, such as Jinchang, Manjung4,
Operating revenue 768,602,352.97 518,177,439.70 48.33
and Sostanj.
Increase in man hours incurred and
Cost of sales 711,000,824.88 540,488,213.48 31.55 materials consumed for projects under
execution
Business tax and decline in revenue of labor services in
2,327.80 136,187.73 -98.29
surcharges 2012
1. Input VAT reverse charges for
impairment provision of obsolete
Administration materials; 2. Compared with that of last
37,329,564.50 28,322,676.90 31.80
expenses year, the reversal of employees
retirement benefits and other benefits
decreases this year.
Decrease in doubtful debts provision
resulted from acceleration of accounts
Impairment losses
-9,179,805.70 132,881,866.92 -106.91 receivable collection schedule, and
increase in the collection of accounts
receivable.
Increase in the volume of unexpired
Fair value gains forward exchange contracts, and the
2,356,173.93 -7,075,835.00 133.30
increase in the hedging gains caused by
hedged items
Wuhan Boyu Industrial Co., Ltd. has
Non-operating
been cancelled and its accounts payable
gains 2,032,117.39 641,514.50 216.77
which is unable to pay has been
transferred into income
Reduction in disposal of retired fixed
Non-operating
12,605.96 50,666.35 -75.12 assets.
losses
decrease in account receivables bad
Income tax expense debts provision arising from good
23,333,169.80 -18,560,742.70 -225.71
collection and release of contract loss as
result of the project execution
154
2012 Annual Report of Wuhan Boiler Company Limited
Section XI Documents Available for Reference
1. Accounting statements with the signatures and seals of the Legal Representative, Finance Director, and the
persons in charge of the accounting departments.
2. Originals of the Auditor‘s Report with the seal of the CPA firm and signatures and seals of certified public
accountants
3. Originals of all documents of the Company and originals of public announcements disclosed in the report
period on the newspapers designated by CSRC.
155
